The transformation to a holding company structure described in this document involves securities of a Japanese company.
The offer is subject to disclosure requirements of Japan that are different from those of the United States. Financial statements
included in this document, if any, have been prepared in accordance with foreign accounting standards that may not becomparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights or any claims you may have arising under U.S. federal securities laws, since
the issuer is located in Japan and some or all of its officers and directors reside outside of the United States. You may not beable to sue a Japanese company or its officers or directors in a Japanese court for violations of U.S. securities laws. It may
be difficult to compel a Japanese company and its affiliates to subject themselves to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities other than in connection with the transformation to a holding
company structure, such as in the open market or through privately negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. In the event of any
conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevailin all respects.

Securities code: 8355
May 30, 2022

To Shareholders with Voting Rights:

Hisashi Shibata
President & COO
The Shizuoka Bank, Ltd.
10, Gofukucho 1-chome, Aoi-ku,
Shizuoka City, Shizuoka, JapanNOTICE OF CONVOCATION OF
THE 116TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We wish to inform you that the 116th Annual General Meeting of Shareholders of the Shizuoka Bank,
Ltd. (the “Bank”) will be held as described below.
Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter)and exercise your voting rights by referring to the Guide for Exercise of Voting Rights.
1

Date andTime:

2

Place:

Friday, June 17, 2022 at 10:00 a.m. Japan standard time
(Reception desk opens at 9:00 a.m.)

Large Hall, 2F, Shizuoka Bank Training Center,
2-1, Kusanagi-Kita, Shimizu-ku, Shizuoka City, Shizuoka, Japan
Matters to be (1) The Business Report and Non-consolidated Financial Statements forreported:

3

Meeting
Agenda:the Bank’s 116th Fiscal Year (from April 1, 2021 to March 31, 2022)(2) Consolidated Financial Statements for the Bank’s 116th Fiscal Year(from April 1, 2021 to March 31, 2022) and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Board

Proposals to Proposal No. 1: Appropriation of Surplus
be resolved:

Proposal No. 2: Partial Amendment of the Articles of Incorporation
Proposal No. 3: Election of Nine (9) Directors
Proposal No. 4: Incorporation of Wholly-owning Parent Company
Through Share Transfer―1―Matters disclosed on the Internet● Of the documents required to be appended to this Notice of Convocation as attachments, items 1) to 3) below havebeen posted on the Bank’s website according to laws and regulations and Article 16 of the Articles of Incorporationof the Bank, and are therefore not included in the attached documents.
1) “Matters regarding the Bank’s share acquisition rights,” “Basic policy regarding roles of persons controlling
decision on financial and business policies,” “Systems for ensuring the appropriateness of business activities,”“Matters regarding specified wholly-owned subsidiaries,” “Matters regarding transactions with the parent
company etc.,” and “Other matters” as part of the Business Report
2) “Non-consolidated Statement of Changes in Net Assets” and the “Notes to the Non-consolidated Financial
Statements” as part of Non-consolidated Financial Statements
3) “Consolidated Statement of Changes in Net Assets” and the “Notes to the Consolidated Financial Statements”
as part of Consolidated Financial Statements
The business report, the non-consolidated financial statements, and the consolidated financial statements auditedby the Audit & Supervisory Board include not only the Business Report, the Non-consolidated Financial
Statements, and the Consolidated Financial Statement provided as attached documents of this Notice ofConvocation but also the above 1) to 3).
The non-consolidated financial statements and the consolidated financial statements audited by the Accounting
Auditor include not only the Non-consolidated Financial Statements and the Consolidated Financial Statement
provided as attached documents of this Notice of Convocation but also the above 2) and 3).
● Any updates to the Reference Documents, the Business Report, the Non-consolidated Financial Statements, and theConsolidated Financial Statements for the General Meeting of Shareholders will be posted on the Bank’s website.

Guide for Convocation● When attending the General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise Form at
the reception desk of the meeting venue.
You are also kindly requested to bring this Notice of Convocation, to save resources.
● If you are unable to attend the General Meeting of Shareholders, you may exercise your voting rights by proxy byhaving another shareholder who holds voting rights attend the General Meeting of Shareholders on your behalf,
provided that his or her Voting Rights Exercise Form and a document certifying him or her as your proxy aresubmitted.
● If you intend to engage in split voting, please submit a written notice indicating the reasons for the split voting atleast three days prior to the General Meeting of Shareholders.

―2―Video on the day of the General Meeting of Shareholders● To provide information to shareholders, the Bank plans to post the video related to the matters to be reported on the
day of the General Meeting of Shareholders on the Bank’s website after the end of the meeting on Monday, June20, 2022.

Bank’s website

https://www.shizuokabank.co.jp/―3―Guide for Exercise of Voting Rights
You are kindly asked to exercise your voting rights by one of the following methods.
If you are attending the meeting
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Date and time: Friday, June 17, 2022 at 10:00 a.m. Japan standard time
If you are not attending the meeting
Voting Rights Exercise Form
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it to us by the deadline.
Deadline: Thursday, June 16, 2022 Japan standard time (time of receipt)*If there is no indication of your vote for or against each proposal, the Bank will deem that you havevoted in favor of the proposals.
How to mark on the Voting Rights Exercise Form
Please indicate your vote for or against each of the proposals here.
Proposals 1, 2 and 4
If “for,” please circle “For.”If “against,” please circle “Against.”
Proposal 3
If “for” for all candidates, please circle “For.”If “against” for all candidates, please circle “Against.”* If you wish to vote against certain candidates, please circle “For,” thereby initially voting for all
candidates, and then indicate the candidate(s) whom you are voting against by stating the Candidate No.
assigned to the candidate(s) in the Reference Documents for the General Meeting of Shareholders.
Internet
Please access the Bank’s designated website for the exercise of voting rights (https://www.e-sokai.jp),
follow the on-screen instructions, and exercise your voting rights.
Deadline: Thursday, June 16, 2022 by 5:00 p.m. Japan standard time
*Please note that your votes via the Internet will be cancelled if you attend the meeting.
For details, please refer to the following page.
For institutional investors

You may exercise your voting rights using Electronic Voting Platform
operated by ICJ Inc.

―4―

Guide for Exercise of Voting Rights via the Internet
Via a smartphone*“QR Code” is a registered trademark of DENSO WAVE INCORPORATED.

Step 1
Read the “QR Code for accessing the smartphone voting rights exercise website” on the bottom right ofthe enclosed Voting Rights Exercise Form using a smartphone or a tablet device.
Step 2
Select the displayed URL to open the voting rights exercise website.
There are two ways to exercise your voting rights.
Step 3
Follow the instructions on screen and indicate your vote for or against each proposal.
Step 4
Confirm your information entered and click “Confirm” to complete the exercise of voting rights.
Please note that if you wish to change your votes after exercising your voting rights, you must takenecessary procedures by accessing the following voting rights exercise website using the “proxy code”
and “password.”
Via a personal computer (re-exercise of voting rights)
Step 1
Access the website for the exercise of voting rights.
https://www.e-sokai.jp[Website for personal computer]
Navigate to https://www.e-sokai.jp

Step 2
Read “Guide for Exercise of Voting Rights via the Internet” and click “Proceed.”―5―

Step 3Enter the “voting right exercising code” noted on the enclosed Voting Rights Exercise Form and click“Log in.”
Then, enter the “password” noted on the enclosed Voting Rights Exercise Form and click “Proceed.”[Notes]⚫ All the cost for using the website for the exercise of voting rights, including the provider fee andcommunication charges, shall be borne by shareholders.
⚫ If you exercise your voting rights both via the Internet and in writing on the Voting Rights Exercise
Form, only the vote via the Internet will be deemed as valid regardless of the date and time ofreceipt of the Voting Rights Exercise Form.
⚫ If you exercise your voting rights via the Internet etc. more than once, only your last vote will bedeemed as valid.

《Inquiries regarding the Exercise of Voting Rights via the Internet》
If you have any inquiries about the exercise of voting rights via the Internet, please callthe following number.
Transfer Agent: JAPAN SECURITIES AGENTS, LTD.
Agency Department Web Support[Direct Line (Toll free)] 0120-707-743
Open from 9:00 a.m. to 9:00 p.m. on business days (including
Saturdays, Sundays, and national holidays).

―6―

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1 Appropriation of Surplus
With respect to the appropriation of surplus, the Bank maintains the basic policy of distributing dividends
to shareholders steadily while paying attention to the internal reserve to enhance the management quality.
1.

Matters concerning year-end dividends of surplus
With due consideration given to the business results and current management environment, the Bank

proposes to pay a year-end dividend for the fiscal year ended March 31, 2022 as follows.
1

Type of property dividend

Cash

2

Allotment of property dividend toshareholders and the total amount13.50 yen per share of common stock of the Bank,for a total of 7,615,999,269 yen
As 12.50 yen per share was paid as an interim dividend, thetotal amount of annual dividends will be 26 yen per sharefor the fiscal year ended March 31, 2022.

3

Effective date of distribution of
surplusJune 20, 2022

2.

Other matters concerning appropriation of surplus
Item and the amount of surplus to be increased

1
Special reserve:

5,000,000,000 yen

Item and the amount of surplus to be decreased
2 Retained earnings brought
5,000,000,000 yen
forward:―7―

Proposal No. 2 Partial Amendment of the Articles of Incorporation
1.

Reasons for amendment
The provisions for amendment specified in the proviso of Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (Act No. 70 of 2019) will come into effect on September
1, 2022. In order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Bank proposes to amend its Articles of Incorporation as follows.
(1)
To establish a new Article 16, paragraph (1) which requires the Bank to take measures toelectronically provide the information to be contained in reference documents and other materials forgeneral meetings of shareholders.
(2)
To establish a new Article 16, paragraph (2) which limits the scope of information to be contained in
the document to be delivered to shareholders who made a request for delivery of written information.
(3)
To delete the existing provisions (i.e., Article 16 of the current Articles of Incorporation) requiring
the Internet disclosure and deemed provision of reference documents and other materials for general
meetings of shareholders, since these provisions will no longer be necessary.
(4)
To establish supplementary provisions regarding the effective date and other details of the additionof new provisions and the deletion of existing provisions described above.
2.

Details of amendment
The details of the proposed amendment are as follows.
(Underlines indicate changes)
Current Articles of Incorporation

Proposed amendments

Chapter 3 General Meeting of Shareholders(Internet Disclosure and Deemed Provision of Reference
Documents, etc. for General Meetings of Shareholders)
Article 16 When convening a general meeting ofshareholders, the Bank may, by means of using
the Internet as per the provisions of the Ministryof Justice Order to disclose the information to bestated or presented in the reference documents,
business report, financial statements, andconsolidated financial statements for the general
meeting of shareholders, deem that shareholders
have been provided with such information.

Chapter 3 General Meeting of Shareholders<Deleted>―8―

Current Articles of Incorporation

Proposed amendments<New provision>(Measures for Electronic Provision)
Article 16 When convening a general meeting of shareholders,the Bank shall take measures to electronicallyprovide the information to be contained in thereference documents and other materials for thegeneral meeting of shareholders.
(2) The Bank may omit from the document to bedelivered to shareholders who made a request for
written information no later than the record date
for voting rights, all or part of the information
specified by the Ministry of Justice Order out of
the information for which measures are taken by
the Bank to provide electronically.
Supplementary Provisions(1) The deletion of Article 16 of the current Article of
Incorporation (Internet Disclosure and Deemed
Provision of Reference Documents, etc. for General
Meetings of Shareholders) and the new Article 16(Measures for Electronic Provision) of the proposed
amendment shall come into effect as from the date on
which the provisions for amendment specified in theproviso of Article 1 of the Supplementary Provisions of
the Act Partially Amending the Companies Act (Act No.
70 of 2019) come into effect (hereinafter referred to as
the “Effective Date”).
(2) Notwithstanding the provisions of the preceding
paragraph, Article 16 of the current Articles ofIncorporation shall remain in effect with respect to any
general meeting of shareholders whose date falls withinsix (6) months from the Effective Date.
(3) These Supplementary Provisions shall be deleted on thelater of: the date on which six (6) months have elapsed
since the Effective Date; or the date on which three (3)months have elapsed since the date of the general
meeting of shareholders mentioned in the preceding
paragraph.

<New provision>―9―Current Articles of Incorporation

Proposed amendments(4) Notwithstanding the provisions of the preceding two
paragraphs, if the Bank is no longer a company issuing
book-entry transfer shares as a result of establishing
Shizuoka Financial Group, Inc. as the Bank’s parent
company by means of sole share transfer, Article 16 of
the proposed amendment and these Supplementary
Provisions shall be deleted.

―10―Proposal No. 3 Election of Nine (9) Directors
The terms of office of all ten (10) Directors will expire at the conclusion of this Annual General Meetingof Shareholders. Accordingly, the election of nine (9) Directors is proposed.
The candidates are as follows:
No.

Name

Present position at the Bank

Chairman & CEO(Representative Director) responsible forchief executive functions
President & COO(Representative Director) responsible forchief operating functions
Deputy President & CFO(Representative Director) responsible forchief financial functions

1

Reappointment

Katsunori Nakanishi

2

Reappointment

Hisashi Shibata

3

Reappointment

Minoru Yagi

4

Reappointment

Yutaka Fukushima

Director & Senior Executive Officer

5

Reappointment

Koichi Kiyokawa

Director & Senior Executive Officer

6

Reappointment

Kumi Fujisawa

CandidateOutsideDirector

Outside Director

7

Reappointment

Motoshige Itoh

CandidateOutsideDirector

Outside Director

8

Reappointment

Kazuto Tsubouchi

CandidateOutsideDirector

Outside Director

9

Reappointment

Kazutoshi Inano

CandidateOutsideDirector

Outside Director

―11―

1
■

Katsunori Nakanishi

Brief personal history, positions, responsibilities and significant concurrent positions ……………………………

Apr. 1976 Joined the Bank
Dec. 1998 Deputy General Manager of Personnel Dept.
Apr. 1999 General Manager of Personnel Dept.
■

Date of birthJune 15, 1953
Number of the Bank’s
shares held■

87,000 shares

Reasons forselection as a
candidate for
Director

Reappointment

Jun. 1999 General Manager of Corporate
Administration Dept.
Jun. 2001 Director & Executive Officer, General
Manager of Corporate Planning Dept.
Jun. 2003 Director & Senior Executive Officer

Apr. 2005 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center incharge of planning and administration
Jun. 2005 President & Chief Executive Officer
Mar. 2017 Director, Shizuoka Gas Co., Ltd. (to present)
Jun. 2017 Chairman & CEO (to present)
Director, Shizuoka Railway Co., LTD.
(to present)

Mr. Katsunori Nakanishi has experience and extensive knowledge necessary for management of a bankas his previous positions includes General Manager of Corporate Administration Dept. and General
Manager of Corporate Planning Dept. Having served as the Bank’s President & Chief Executive Officer
from June 2005 and serving as the Bank’s Chairman & CEO since June 2017, he has long been
responsible for the Bank’s management and fulfilling his role, including in decision-making on importantmanagement matters and supervision of business execution. Thus, we selected Mr. Nakanishi as a
candidate for Director again.

―12―

2
■

■

Date of birth

November 18, 1963
Number of the Bank’s
shares held■

59,700 shares

Reasons forselection as a
candidate for
Director

Hisashi Shibata

Reappointment

Brief personal history, positions, responsibilities and significant concurrent positions ……………………………

Apr. 1986 Joined the Bank
Jan. 2003 Deputy General Manager, Head OfficeJun. 2004 Dispatched to Regional Banks Associationof Japan as Deputy General Manager and
Deputy General Manager of Tokyo Liaison
Office, Corporate Planning Dept.
Jun. 2005 General Manager of Corporate PlanningGroup, Corporate Planning Dept.
Jun. 2009 General Manager of Corporate Planning
Dept.
Apr. 2011 General Manager of Gofukucho Branch
Jun. 2011 Executive Officer and General Manager ofGofukucho Branch
Jun. 2012 Senior Executive Officer, Deputy General
Manager of Banking Division in charge of
securities and international business,
General Manager of Metropolitan
Business Unit and General Manager ofTokyo Branch

Apr. 2013 Senior Executive Officer, Deputy General
Manager of Banking Division in charge ofMetropolitan Division, General Manager
of Metropolitan Business Unit and General
Manager of Tokyo BranchOct. 2013 Senior Executive Officer, Deputy General
Manager of Banking Division in charge ofMetropolitan Division, General Manager
of Metropolitan Business Unit, General
Manager of Tokyo OfficeJun. 2014 Director & Senior Executive Officer,
Deputy General Manager of Banking
Division in charge of credit
Jun. 2016 Director & Senior Executive Officer,
Deputy General Manager of Corporate
Center in charge of corporate planning andcorporate administration
Jun. 2017 President & COO
Jun. 2020 President & COO, General Manager ofBanking DivisionJun. 2021 President & COO (to present)

Mr. Hisashi Shibata has a wealth of business experience and is well versed in banking operations as his
previous positions includes General Manager of Corporate Planning Dept., General Manager ofGofukucho Branch, General Manager of Metropolitan Business Unit, and General Manager of Tokyo
Office. Serving as the Bank’s President & COO since June 2017, he has been fulfilling his role, including
in decision-making on important management matters and supervision of business execution. Thus, weselected Mr. Shibata as a candidate for Director again.

―13―

3
■

■

Date of birth

May 7, 1963
Number of the Bank’s
shares held■

46,100 shares

Minoru Yagi

Brief personal history, positions, responsibilities and significant concurrent positions ……………………………

Apr.1987 Joined the Bank
Jun.2003 Dispatched to Shizugin Management
Consulting Co., Ltd. as Deputy General
ManagerJun.2004 General Manager of Human Resources
Development Group, Corporate
Administration Dept.
Jun.2008 General Manager of Shintori Branch
Jan.2010 General Manager of Yaizu Branch
Apr.2011 General Manager of Corporate Planning
Dept.
Jun.2012 Executive Officer and General Manager ofCorporate Planning Dept.
Jun.2014 Director & Senior Executive Officer,
Deputy General Manager of Corporate
Center in charge of corporate planning andcorporate administration

Reasons forselection as a
candidate for
Director

Reappointment

Jun.2016 Director & Senior Executive Officer,
Deputy General Manager of Banking
Division in charge of credit
Jun.2017 Director & Senior Managing Executive
Officer, General Manager of Corporate
Center
Jun.2020 Director & Senior Managing Executive
Officer, General Manager of Corporate
Center and General Manager of Corporate
Planning Dept.
Oct.2020 Director & Senior Managing Executive
Officer, General Manager of Corporate
Center
Jun.2021 Deputy President, General Manager ofCorporate Center, in charge of Corporate
Planning Dept., Corporate Administration
Dept., and Secretarial Office (to present)

Mr. Minoru Yagi has a wealth of business experience and is well versed in banking operations as his
previous positions includes General Manager of Yaizu Branch and General Manager of Corporate
Planning Dept. Serving as the Bank’s Deputy President since June 2021, he has been fulfilling his role,
including in decision-making on important management matters and supervision of business execution.
Thus, we selected Mr. Yagi as a candidate for Director again.

―14―

4
■

■

Date of birth

September 19, 1966
Number of the Bank’s
shares held■

18,500 shares

Reasons forselection as a
candidate for
Director

Yutaka Fukushima

Reappointment

Brief personal history, positions, responsibilities and significant concurrent positions ……………………………

Apr.1989 Joined the Bank
Apr.2005 General Manager of Fujikawa Branch
Jun.2006 Deputy General Manager of Corporate
Planning Group of Corporate Planning
Dept.
Jan.2009 General Manager of Fujinomiya Branch
Jun.2011 Joint General Manager of Credit Dept.
(concurrently serving as General Manager
of Credit Group II)
Jun.2013 General Manager of Fujichuo Branch
Jan.2015 General Manager of Gofukucho Branch

Jun.2015 Executive Officer and General Manager ofGofukucho Branch
Jun.2016 Executive Officer and General Manager ofHead OfficeJun.2017 Senior Executive Officer, General
Manager of Eastern Area Business Unit
Jun.2021 Director & Senior Executive Officer,
General Manager of Banking Division andGeneral Manager of Business Promotion
Dept., in charge of Area Business Units,
Solution Business Dept., International
Business Dept., and Direct Business
Promotion Dept. (to present)

Mr. Yutaka Fukushima has a wealth of business experience and is well versed in banking operations as
his previous positions includes General Manager of Head Office and General Manager of Eastern Area
Business Unit. Serving as the Bank’s Director since June 2021, he has been fulfilling his role, including
in decision-making on important management matters and supervision of business execution. Thus, weselected Mr. Fukushima as a candidate for Director again.

―15―

5
■

■

Date of birth

March 18, 1965
Number of the Bank’s
shares held■

37,000 shares

Reasons forselection as a
candidate for
Director

Koichi Kiyokawa

Reappointment

Brief personal history, positions, responsibilities and significant concurrent positions ……………………………

Apr.1988 Joined the Bank
Jun.2004 Deputy General Manager of Corporate
Planning Group of Corporate Planning
Dept.
Jun.2006 General Manager of New York Branch
Jun.2009 Senior Deputy General Manager ofNumazu Branch
Oct.2009 Senior Deputy General Manager ofNumazu Branch (concurrently serving as
General Manager of Honcho Branch)
Apr.2010 General Manager of Fujieda Branch
Apr.2012 Joint General Manager of Corporate
Administration Dept.
Jun.2012 General Manager of Corporate
Administration Dept.
Jun.2014 Executive Officer and General Manager
of Corporate Planning Dept.

Jun.2016 Executive Officer and General Manager
of Risk Management Dept.
Jun.2017 Executive Officer and General Managerof Shimizu Branch
Jun..2019 Executive Officer and General Manager
of Head OfficeJun.2020 Director & Senior Executive Officer,
General Manager of Audit Dept. (topresent)

Mr. Koichi Kiyokawa has a wealth of business experience and is well versed in banking operations as his
previous positions includes General Manager of Shimizu Branch and General Manager of Head Office.
Serving as the Bank’s Director since June 2020, he has been fulfilling his role, including in decisionmaking on important management matters and supervision of business execution. Thus, we selected Mr.
Kiyokawa as a candidate for Director again.

―16―

6
■

■

Date of birth

March 15, 1967
Number of the Bank’s
shares held■

0 shares

Kumi Fujisawa

Candidate
Reappointment Outside
Director

Brief personal history, positions, responsibilities and significant concurrent positions ……………………………

Apr.1995 Established IFIS Limited. Representative
Director of the same (retired in July 1999)
Jun.2004 Executive Director, The Investment Trusts
Association, Japan (to present)
Nov.2004 Director, SophiaBank Limited
Jun.2011 Public Governor, Japan Securities Dealers
Association (to present)
Feb.2012 Director, Incorporated Organization for
Supporting the Turnaround of Businesses
Damaged by the Great East Japan
Earthquake (retired in June 2016)
Jun.2013 Director of the Bank (to present)
Aug.2013 President, SophiaBank Limited(retired in March 2022)
Jun. 2014 Director, Toyota Tsusho Corporation(to present)
Director, SCINEX CORPORATION(retired in June 2016)
Jul. 2014 Director, Money Design Co., Ltd.
(retired in June 2017)

May 2016 Director, Creek and River Co., Ltd.
(retired in March 2022)
Feb.2018 Director, CAMPFIRE, Inc.
(retired in March 2019)
Mar.2018 Director,
JAPAN
PROFESSIONALFOOTBALL LEAGUE(retired in March 2022)
Oct.2018 Director, Net Protections, Inc. (to present)
Apr.2019 Director, Japan Action Tank (to present)
Mar.2020 Director, JINSEKI KOGEN GAKUENINSTITUTION (to present)
Jan.2021 Director, CellSource Co., Ltd. (to present)
Apr.2021 Representative
Director,
Japan
Philanthropic Advisory (to present)
Oct. 2021 Auditor, Ridilover Inc. (to present)
Apr. 2022 Chairperson, Institute for International
Socio-Economic Studies Ltd. (to present)
May 2022 Director, EDMILSON FUNDS ASIA
(to present)

Reasons forselection as a
candidate for
OutsideDirector andexpected roles

Ms. Kumi Fujisawa founded Japan’s first investment trust evaluation firm and served as its representative
director. She also participated in forming SophiaBank Limited and serves as its representative director.
She has served in various public positions, including as a committee member of the Financial System
Council of the Financial Services Agency. Based on her wealth of experience and knowledge, as we expect
her to provide supervision of and advice on management, she has vigorously stated her views and opinions
and provided advice and suggestions at meetings of the Board of Directors. As she has been fulfilling herrole as the Bank’s Outside Director, including in decision-making on important management matters andsupervision of business execution, we selected her as a candidate for Outside Director again. The term ofoffice as Outside Director of Ms. Fujisawa will be nine years upon the conclusion of this Annual General
Meeting of Shareholders.

Matters
concerning
independence

The Bank has registered Ms. Fujisawa as an independent officer with Tokyo Stock Exchange Inc.
(hereinafter referred to as the “Tokyo Stock Exchange”), as she is judged not to have any potential
conflicts of interest with general shareholders according to the criteria for the independence ofindependent officers as stipulated by the Tokyo Stock Exchange and the criteria for designating
independent directors as stipulated by the Bank.

―17―

7
■

■

Date of birth

December 19, 1951
Number of the Bank’s
shares held■

0 shares

Motoshige Itoh

Candidate
Reappointment Outside
Director

Brief personal history, positions, responsibilities and significant concurrent positions ……………………………

Sep. 1978 Assistant Professor, Department of
Economics, University of Houston
Apr. 1982 Associate Professor, Faculty of
Economics, The University of Tokyo
Dec. 1993 Professor, Faculty of Economics, The
University of Tokyo
Apr. 1996 Professor, Graduate School of Economics,
Faculty of Economics, The University ofTokyo (retired in March 2016)
Feb. 2006 President, National Institute for Research
Advancement (retired in March 2014)
Jun. 2015 Director, East Japan Railway Company(to present)
Trustee, The Sasakawa Peace Foundation(to present)
Apr. 2016 Professor, Faculty of International Social
Sciences, Gakushuin University (retired in
March 2022)

Jun. 2016 Professor Emeritus, The University ofTokyo (to present)
Corporate Auditor of Hagoromo Foods
Corporation (to present)
Mar. 2018 Director, The Japan Foundation for theUnited Nations University (to present)
Jun. 2018 Director of the Bank (to present)
Director, SUMITOMO CHEMICALCOMPANY, LIMITED (to present)
Apr. 2022 Director, JX Nippon Mining & Metals
Corporation (to present)

Reasons forselection as a
candidate for
OutsideDirector andexpected roles

Mr. Motoshige Itoh is an expert on economics as a university professor and a notable commentator on
economic affairs. Also serving as an outside director or an outside corporate auditor of other listedcompanies, he is well versed in corporate management in the global economy. Furthermore, he previously
served in public positions including membership on the Council on Economic and Fiscal Policy, The Tax
Commission, and the Expert Panel on Climate Change of the Japanese government. Based on his wealthof experience and knowledge, as we expect him to provide supervision of and advice on management, he
has vigorously stated his views and opinions and provided advice and suggestions at meetings of the Boardof Directors. As he has been fulfilling his role as the Bank’s Outside Director, including in decisionmaking on important management matters and supervision of business execution, we selected him as a
candidate for Outside Director again. The term of office as Outside Director of Mr. Itoh will be four years
upon the conclusion of this Annual General Meeting of Shareholders.

Matters
concerning
independence

The Bank has registered Mr. Itoh as an independent officer with the Tokyo Stock Exchange, as he isjudged not to have any potential conflicts of interest with general shareholders according to the criteria
for the independence of independent officers as stipulated by the Tokyo Stock Exchange and the criteria
for designating independent directors as stipulated by the Bank.

―18―

8
■

■

Date of birth

May 2, 1952
Number of the Bank’s
shares held■

0 shares

Kazuto Tsubouchi

Candidate
Reappointment Outside
Director

Brief personal history, positions, responsibilities and significant concurrent positions ……………………………

Apr. 1976 Joined Nippon Telegraph and Telephone
Public Corporation (currently NIPPONTELEGRAPH AND TELEPHONECORPORATION (NTT))
Dec. 2000 General Manager, Kanazawa Branch of
NIPPON TELEGRAPH AND
TELEPHONE WEST CORPORATION
Jun. 2006 Member of the Board of Directors, SeniorVice President, Managing Director of
Accounts and Finance Department of
NTT DOCOMO, INC.
Jun. 2012 Member of the Board of Directors, Senior
Executive Vice President, Chief Financial
Officer of NTT DOCOMO, INC. (retired
in June 2014)
Jul. 2015 President, Foundation for MultiMedia
Communications (retired in June 2018)

Jun. 2018 Chairman, Information &Telecommunication Equipment
Constructor’s Association(retired in June 2020)
Jun. 2020 Director of the Bank (to present)

Reasons forselection as a
candidate for
OutsideDirector andexpected roles

Mr. Kazuto Tsubouchi served as a Member of the Board of Directors, Senior Executive Vice President of
NTT DOCOMO, INC., and President of the Foundation for MultiMedia Communications, as well as
Chairman of the Information & Telecommunication Equipment Constructor’s Association. Based on his
wealth of experience and knowledge as a corporate manager, as we expect him to provide supervision ofand advice on management, he has vigorously stated his views and opinions and provided advice andsuggestions at meetings of the Board of Directors. As he has been fulfilling his role as the Bank’s Outside
Director, including in decision-making on important management matters and supervision of businessexecution, we selected him as a candidate for Outside Director again. The term of office as Outside
Director of Mr. Tsubouchi will be two years upon the conclusion of this Annual General Meeting of
Shareholders.

Matters
concerning
independence

The Bank has registered Mr. Tsubouchi as an independent officer with the Tokyo Stock Exchange, as heis judged not to have any potential conflicts of interest with general shareholders according to the criteria
for the independence of independent officers as stipulated by the Tokyo Stock Exchange and the criteria
for designating independent directors as stipulated by the Bank.

―19―

9
■

■

Date of birth

September 4, 1953
Number of the Bank’s
shares held■

2,000 shares

Kazutoshi Inano

Candidate
Reappointment Outside
Director

Brief personal history, positions, responsibilities and significant concurrent positions ……………………………

Apr.1976 Joined Nomura Securities Co., Ltd.
(currently NOMURA HOLDINGS, INC.)
Jun.2000 Director, Executive Vice President of
Nomura Securities Co., Ltd.
Apr.2002 Director, President of Nomura AssetManagement Co., Ltd.
Apr.2003 Director, Deputy President & Co-COO
of NOMURA HOLDINGS, INC.
Jun.2003 Director, Executive Managing Director,
Deputy President & Co-COO ofNOMURA HOLDINGS, INC. (retired
in March 2008)
Director, Executive Managing Director,
President & CEO of Nomura AssetManagement Co., Ltd.
Apr.2005 Director, Chairman of The Nomura
Trust and Banking Co., Ltd. (retired in
March 2008)
Apr. 2008 Executive Managing Director, Deputy
Chairman of Nomura Securities Co.,
Ltd. (retired in March 2009)

Apr.2009 Director, Chairperson, Representative
Executive Managing Director of Nomura
Asset Management Co., Ltd.
Vice Chairman of Japan Association of
Corporate Executives (retired in April 2013)
Jun.2009 Chairman of The Investment Trusts
Association (retired in June 2013)
Aug.2009 Chairman of The Securities Analysts
Association of Japan (retired in August2013)
Jun.2011 Chairperson of the Board of Directors of
Nomura Asset Management Co., Ltd.
(retired in June 2013)
Jul.2013 Chairman of Japan Securities Dealers
Association (retired in June 2017)
May2017 Chairman of Japan Securities ScholarshipFoundation (to present)
Apr.2018 Chairman of Japan Foundation For
Regional Vitalization (to present)
Jun.2021 Director of the Bank (to present)(Significant concurrent positions)
Chairman of Japan Securities Scholarship Foundation
Chairman of Japan Foundation For Regional Vitalization

Reasons forselection as a
candidate for
OutsideDirector andexpected roles

Mr. Kazutoshi Inano held important positions in the Nomura Group companies including Director,
Executive Managing Director, Deputy President of NOMURA HOLDINGS, INC. He also served as
Chairman of The Investment Trusts Association, Chairman of The Securities Analysts Association ofJapan, and Chairman of Japan Securities Dealers Association. He currently serves as Chairman of Japan
Securities Scholarship Foundation and Chairman of Japan Foundation For Regional Vitalization. Basedon his wealth of experience and knowledge as a manager of a financial group, as we expect him to provide
supervision of and advice on management, he has vigorously stated his views and opinions and provided
advice and suggestions at meetings of the Board of Directors. As he has been fulfilling his role as the
Bank’s Outside Director, including in decision-making on important management matters andsupervision of business execution, we selected him as a candidate for Outside Director again. The termof office as Outside Director of Mr. Inano will be one year upon the conclusion of this Annual General
Meeting of Shareholders.

Matters
concerning
independence

The Bank has registered Mr. Inano as an independent officer with the Tokyo Stock Exchange, as he isjudged not to have any potential conflicts of interest with general shareholders according to the criteria
for the independence of independent officers as stipulated by the Tokyo Stock Exchange and the criteria
for designating independent directors as stipulated by the Bank.

―20―

(Notes)

1. No special interest exists between any of the candidates for Director and the Bank.
Ms. Kumi Fujisawa, Mr. Motoshige Itoh, Mr. Kazuto Tsubouchi, and Mr. Kazutoshi Inano are candidates for
Outside Director.
3. There is no potential competition or conflicting interest transactions (Article 356, Paragraph (1), Items (i)through (iii) and Article 365 of the Companies Act) arising between Net Protections, Inc. where Ms. Kumi
Fujisawa serves as Outside Director and the Bank.
4. Although Mr. Motoshige Itoh has no experience of involvement in corporate management other than in his roleas outside director or outside audit & supervisory board member, the Bank judges that he is capable ofappropriately fulfilling duties as an Outside Director of the Bank for the “Reasons for selection as a candidate for
Outside Director and expected roles” stated above.
5. Limited liability agreements with Outside Directors
In order to ensure that the Bank is able to secure suitable individuals as its Outside Directors, the Bank has
established a provision concerning limited liability agreements with the Outside Directors in the current Articles
of Incorporation. Pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act, the Bank has
concluded agreements (hereinafter referred to as the “limited liability agreements”) with Ms. Kumi Fujisawa,
Mr. Motoshige Itoh, Mr. Kazuto Tsubouchi, and Mr. Kazutoshi Inano to limit their liability provided for in
Article 423, Paragraph (1) of the Companies Act and the agreements are to be continued when they are re-elected
as Outside Directors of the Bank. The maximum amount of damages under each of the limited liability
agreements is the Minimum Liability Amount as defined in Article 425, Paragraph (1) of the same Act.
6. Directors and Officers Liability Insurance Contract
The Bank has entered into a directors and officers liability insurance (hereinafter referred to as “D&O
Insurance”) contract as stipulated in Article 430-3, Paragraph (1) of the Companies Act with an insurancecompany. The D&O Insurance covers damage (excluding damage for which the insurer is excused of liability
under the D&O Insurance contract) and the like in cases where directors and the like incur liability for damages
as a result of the execution of their duties. The insurance premiums of the D&O Insurance are fully borne by theBank.
If the candidates are elected and assume office as Director, all of them will be insured under the D&O Insurance.
The contract period of the D&O Insurance is set at one year. The Bank plans to renew the insurance before it
reaches maturity during the candidates’ terms of office, subject to a resolution of the Board of Directors.
7. There are no matters other than those stated above that should be included in the proposals concerning theelection of directors as stipulated by Article 74 of the Ordinance for Enforcement of the Companies Act.
8. With regard to Ms. Kumi Fujisawa, the candidate for Outside Director, the name “Kumi Fujisawa” is used for
professional purposes only, and stated above as such due to its high recognition among the public, whereas her
name in the domiciliary register is Kumi Tsunoda.
2.

<Reference>
The criteria for designating independent directors stipulated by the Bank are found below the table describing“Status of Major Activities of Outside Directors” in 3.(2) of the Business Report.

―21―

<Reference>
Areas in which Directors are particularly expected to fulfill their roles at the Board of Directors
Under its flexible and strong governance framework that provides a ground for continuous growth, the Bank aims not only
to strengthen the Group’s management and provide sound finance intermediation functions to local and other communities
but also to develop new businesses that will contribute to the growth of local communities.
The Board of Directors assumes the mission of supervising the entire Group’s business execution based on the Group’s
wide variety of expertise and linking the Group’s business to the continuous growth of the Group and its stakeholders. Withan eye on its aim described above, the Board of Directors secures its appropriate balance as a whole, including in terms of its
size, through the fulfillment by each Director and each Audit & Supervisory Board Member of his/her roles from theviewpoints of “management,” “society and economy,” and “business” based on his/her own knowledge backed by his/her
professional background and other attributes.
Management

Society and economy

Business
Financeintermediation
functions

New businesses(businessdevelopment andbusiness mix)

●

●

●

●

●

●

●

●

●

●

●

●

●

Supervision ofmanagement as alisted company

Steering of thecomprehensive
financial group

Vision for local
communities andeconomies●●

Responding tosocial changes

Katsunori Nakanishi*(Chairman & CEO(Representative Director))

Hisashi Shibata*(President & COO(Representative Director))

Minoru Yagi*(Deputy President & CFO(Representative Director))

Yutaka Fukushima*(Director & Senior
Executive Officer)

Koichi Kiyokawa*(Director & Senior
Executive Officer)

Kumi Fujisawa*(Outside Director)

Motoshige Itoh*(Outside Director)

Kazuto Tsubouchi*(Outside Director)

Kazutoshi Inano*(Outside Director)●●●
Innovation●●
Environment

●

●
IT

●

●

●

●

●

●

●

●

●

●

Hiroki Saito(Audit & Supervisory
Board Member)

Mitsuru Kobayashi(Audit & Supervisory
Board Member)

―22―

●

Yoshihiro Yamashita●(Audit & Supervisory
Board Member)

Naomi Ushio(Audit & Supervisory
Board Member)●●Diversity●

Isamu Nakamura(Audit & Supervisory
Board Member)●●(Note) 1. An asterisk (*) indicates a candidate Director whose appointment is proposed by the Bank in Proposal No. 3 of this Annual General Meetingof Shareholders.
2. The current position held by each Director or each Audit & Supervisory Board Member is found in the parentheses below the Director’s orAudit & Supervisory Board Member’s name.

―23―Proposal No. 4 Incorporation of Wholly-owning Parent Company Through Share Transfer
The Bank had prepared a share transfer plan (the “Share Transfer Plan”) for, and passed a resolution at
the Board of Directors’ meeting held on May 10, 2022 for, incorporation of Shizuoka Financial Group, Inc.
as the Bank’s wholly-owning parent company (the “Holding Company”) by means of the Bank’s sole-sharetransfer effective as of October 3, 2022 (estimate) (the “Share Transfer”).
This proposal asks shareholders to approve the Share Transfer. The reasons for the Share Transfer, thedetails of the Share Transfer Plan, and other related information are as follows.
1. Reasons for and purpose of the share transfer, and related information(1)
Reasons for and purpose of the Share Transfer
The environment surrounding financial institutions is changing significantly, such as changes indemographics and decrease in demand for funds caused by low birth rate and population aging, anddiversification of individual lifestyles and values. Recent years have also seen growing roles expected offinancial institutions as companies to help resolve various social challenges, such as environmental issues
and the progress of social inequality.
In light of these changes in the business environment, the Shizuoka Bank Group has enhanced its
financial function to solve customers’ challenges while increasing its combined strength as a financialgroup, as well as developing new business fields and working on projects, such as expanding businesses
in the Tokyo Metropolitan area and collaborating with entities from outside the Group’s industry.
While we have pursued sustainable growth by always keeping in mind a sound yet innovative
management, we believe that we must respond even more appropriately in the future to the movement
towards deregulation in banking services and to the accelerating changes in the business environment.
Based on these circumstances, the Bank has decided that it needs to transform to a holding company
structure in order to build a resilient management structure which will enable the Group to further
contribute to the wellbeing of all stakeholders, including the community, customers, employees, andshareholders, and to continue its sustainable growth.
By transforming to a holding company structure, the Bank intends, from a long-term perspective, toexpand into new business fields that will contribute to regional growth and to further expand the existinglines of business and the customer base. The Bank is going to increase the Group’s combined strength asa problem-solving corporate group by further enhancing the group management that the Bank has worked―24―

on thus far and by increasing the presence of each group company, through balancing between unifying
force (i.e., cooperation) and centrifugal force (i.e., independence and autonomy) under the Holding
Company.
The Bank also plans transformation from a bank-dependent business model, by developing anenvironment where employees, who will actually work on those measures, will be even more proud andsatisfied with their work than before, and by cultivating an organizational culture where new ideas andinnovations will be generated, through promoting diversity management.
In addition, by making the Holding Company a company with audit and supervisory committee, theBank intends to sophisticate the corporate governance from both offensive and defensive perspectives inorder to make the governance structure flexible and robust in line with the expectations of stakeholders,
and to create a highly objective and transparent management structure.

―25―

(2)

Procedure for transformation to a holding company structure
The Bank plans to transform to a holding company structure through the following procedure.

[Step 1] Incorporation of the Holding Company through a sole-share transfer
The Bank becomes a wholly-owned subsidiary of the Holding Company by incorporating the Holding
Company through the Share Transfer effective as of October 3, 2022.

* There will be three equity-method affiliates: Shizugin Saison Card Co., Ltd., Monex Group, Inc., andCommons Asset management, Inc.

―26―

[Step 2] Reorganization of the Group’s business companies
For the purpose of further enhancing cooperation and synergies within the Group, among other things,
the incorporation of the Holding Company will be followed by reorganization of a total of five companies-- four of the Bank’s consolidated subsidiaries (Shizugin Management Consulting Co., Ltd., Shizugin
Lease Co., Ltd., Shizuoka Capital Co., Ltd., and Shizugin TM Securities Co., Ltd.) and one of the Bank’s
equity-method affiliates (Monex Group, Inc.) -- into the Holding Company’s directly invested companies,
by such means as transferring all shares held by the Bank in these companies to the Holding Company as
dividends in kind.

* There will be two equity-method affiliates: Shizugin Saison Card Co., Ltd. and Commons Asset management,Inc.

(3) Other matters
By incorporating the Holding Company as a company with audit and supervisory committee andthereby enhancing the supervisory function of its board of directors and audit and supervisory committee,
the Bank intends to further strengthen and enhance the Holding Company’s corporate governance structure.
Please note that, since the Bank will become a wholly-owned subsidiary of the Holding Company as―27―

a result of the Share Transfer, the Bank’s shares will be delisted. The Bank’s shareholders will receive
shares in the Holding Company in consideration of the Bank’s shares. It is planned that the Holding
Company will submit an application for listing its shares on the Prime Market of Tokyo Stock Exchange,
Inc. (the “Tokyo Stock Exchange”). The listing date is scheduled for October 3, 2022, which is the date ofregistration of incorporation of the Holding Company (i.e., the effective date of the Share Transfer),
although this depends on the examination by the Tokyo Stock Exchange. Therefore, it is the Bank’s policy
to substantially maintain the listing of its shares.

―28―

2. Overview of the details of the share transfer plan
The details of the Share Transfer Plan are as described in the “Share Transfer Plan (Copy)” below.
Share Transfer Plan (Copy)
The Shizuoka Bank, Ltd. (the “Bank”) hereby establishes this Share Transfer Plan (the “Plan”) to conduct ashare transfer for the purpose of incorporating the Bank’s wholly-owning parent company incorporated in theshare transfer (the “Holding Company”) and making the Bank a wholly-owned subsidiary of the Holding
Company through the share transfer, as follows.
(Share Transfer)
Article 1: Subject to the provisions of this Plan, the Bank shall conduct a share transfer whereby all of the issued
shares of the Bank will be acquired by the Holding Company by means of sole share transfer as of theHolding Company Incorporation Date (as defined in Article 7) (the “Share Transfer”).
(Purpose, Company Name, Location of Head Office, Total Number of Authorized Shares, and Other Details of
the Holding Company Specified in Its Articles of Incorporation)
Article 2: The purpose, company name, location of the head office and total number of authorized shares of theHolding Company shall be as follows:(1) Purpose
The purpose of the Holding Company shall be as set forth in Article 2 of “Shizuoka Financial Group,
Inc. Articles of Incorporation” in Exhibit 1.
(2) Company name
The company name of the Holding Company shall be Kabushiki Kaisha Shizuoka Financial Group,
which shall be expressed as Shizuoka Financial Group, Inc. in English.
(3) Location of the head office
The Holding Company shall have its head office in Shizuoka City. The head office shall be located at
10, Gofukucho 1-chome, Aoi-ku, Shizuoka City.
(4) Total number of authorized shares
The total number of shares the Holding Company is authorized to issue shall be two billion(2,000,000,000) shares.
2. All matters required to be set forth in the Articles of Incorporation of the Holding Company other than those set forthin the preceding paragraph shall be as set forth in “Shizuoka Financial Group, Inc. Articles of Incorporation” inExhibit 1.
―29―

(Names of Directors at Incorporation and Accounting Auditor at Incorporation of the Holding Company)
Article 3: The names of the Directors at incorporation (excluding those who are Audit & Supervisory Committee
Members at incorporation) of the Holding Company shall be as follows:(1) Director:
Katsunori Nakanishi(2) Director:
Hisashi Shibata(3) Director:
Minoru Yagi
(4) Director:
Yutaka Fukushima(5) Outside Director:
Kumi Fujisawa(6) Outside Director:
Kazutoshi Inano
2. The names of the Directors at incorporation of the Holding Company who are Audit & Supervisory
Committee Members at incorporation shall be as follows:(1) Director:
Koichi Kiyokawa(2) Outside Director:
Motoshige Itoh(3) Outside Director:
Kazuto Tsubouchi(4) Outside Director:
Naomi Ushio
3. The name of the Accounting Auditor at incorporation of the Holding Company shall be as follows:
Deloitte Touche Tohmatsu LLC(Shares to Be Delivered upon the Share Transfer and Allotment Thereof)
Article 4: Upon the Share Transfer, the Holding Company shall deliver to the shareholders of the Bank as of thetime immediately prior to the Holding Company’s acquisition of all of the issued shares of the Bank (the“Base Time”) such respective numbers of common shares of the Holding Company as are equal in sum tothe number obtained by multiplying the total number of common shares issued by the Bank as of theBase Time by a factor of 1 (one), in exchange for the respective common shares of the Bank held bythese shareholders.
2. The Holding Company shall allot its common shares required to be delivered pursuant to the provisionsof the preceding paragraph to each shareholder of the Bank as of the Base Time at the ratio of one (1)common share of the Holding Company to one (1) common share of the Bank held by the shareholder.
(Details of the Holding Company’s Stated Capital and Reserves)
Article 5: The amount of stated capital and that of reserves of the Holding Company at the time of its
incorporation shall be as follows:(1) Amount of stated capital
90 billion yen (¥90,000,000,000)(2) Amount of capital reserves
22.5 billion yen (¥22,500,000,000)―30―

(3) Amount of retained earnings reserves
0 yen (¥0)
(Share Acquisition Rights to Be Delivered upon the Share Transfer and Allotment Thereof, and Transfer ofBonds)
Article 6: Upon the Share Transfer, the Holding Company shall deliver to the holders of the different series ofshare acquisition rights issued by the Bank as of the Base Time and listed in lines (i) through (xiii) of
Section 1 of Table 1 below such respective numbers of the corresponding respective different series ofshare acquisition rights of the Holding Company listed in lines (i) through (xiii) of Section 2 of the sametable as are equal in sum to the total number of the respective different series of share acquisition rights
issued by the Bank as of the Base Time, in exchange for the respective share acquisition rights of the
Bank held by these holders.
2. Upon the Share Transfer, the Holding Company shall allot to each holder of any of the different series ofshare acquisition rights issued by the Bank as of the Base Time and listed in lines (i) through (xiii) of
Section 1 of Table 1 below the corresponding series of share acquisition rights listed in Section 2 of thesame table at the ratio of one (1) share acquisition right listed in lines (i) through (xiii) of Section 2 to one(1) share acquisition right listed in Section 1 held by the shareholder.
3. Upon the Share Transfer, the Holding Company shall deliver to the holders of the share acquisition rights
attached to the bonds with share acquisition rights issued by the Bank as of the Base Time and listed in Section
1 of Table 2 below such respective numbers of share acquisition rights attached to the bonds with shareacquisition rights of the Holding Company listed in Section 2 of the same table as are equal in sum to the total
number of those share acquisition rights attached to the bonds with share acquisition rights issued by the Bank
as of the Base Time, in exchange for the respective share acquisition rights of the Bank held by these holders.
4. Upon the Share Transfer, the Holding Company shall allot to each holder of the share acquisition rights
attached to the bonds with share acquisition rights issued by the Bank as of the Base Time and listed in
Section 1 of Table 2 below the share acquisition rights listed in Section 2 of the same table at the ratio ofone (1) share acquisition right listed in Section 2 to one (1) share acquisition right attached to the bonds
listed in Section 1 held by the shareholder.
5. Upon the Share Transfer, the Holding Company shall take over, in the form of the bonds with share acquisitionrights listed in Section 2 of Table 2 below, the bond obligations owed by the Bank to the bond holders as of theBase Time with respect to the bonds with share acquisition rights issued by the Bank and listed in Section 1 ofthe same table. The bond obligations so taken over shall be in the amount specified in Section 3 of the sametable.
6. If, at any time after the preparation of this Plan until the Base Time, any of the share acquisition rights
issued by the Bank and listed in Section 1 of Table 1 below or the share acquisition rights attached to thebonds with share acquisition rights issued by the Bank and listed in Section 1 of Table 2 below are―31―exercised: (i) the number of share acquisition rights required to be delivered as set forth in paragraphs 1
and 3 above and that of those required to be allotted as set forth in paragraphs 2 and 4 above shall both be
reduced by the number of share acquisition rights so exercised; and (ii) the amount of the bondobligations required to be taken over as set forth in paragraph 5 above shall be reduced by the amount ofbonds paid in upon such exercise.
7. If, at any time after the preparation of this Plan until the Base Time, the Bank purchases, through an open
market or otherwise, any of the bonds with share acquisition rights issued by the Bank and listed in
Section 1 of Table 2 below and cancels the bonds associated with the bonds with share acquisition rights
so purchased: (i) the number of share acquisition rights required to be delivered as set forth in paragraph
3 above and that of those required to be allotted as set forth in paragraph 4 above shall both be reduced by
the number of share acquisition rights attached to the bonds with share acquisition rights so purchasedand cancelled; and (ii) the amount of bond obligations required to be taken over as set forth in paragraph
5 above shall be reduced by the amount of bond obligations associated with the bonds with shareacquisition rights so purchased and cancelled.
Table 1
Section 1
(i)

(ii)

(iii)

(iv)

(v)

(vi)

Name
The Shizuoka Bank Ltd.
First Series Share
Acquisition Rights
The Shizuoka Bank Ltd.
Second Series Share
Acquisition Rights
The Shizuoka Bank Ltd.
Third Series Share
Acquisition Rights
The Shizuoka Bank Ltd.
Fourth Series Share
Acquisition Rights
The Shizuoka Bank Ltd.
Fifth Series Share
Acquisition Rights
The Shizuoka Bank Ltd.
Sixth Series Share
Acquisition Rights

Section 2
Description
As described in
Exhibit 2-(i)-1

Name
Shizuoka Financial Group, Inc.
First Series Share Acquisition Rights

Description
As described in
Exhibit 2-(i)-2

As described in
Exhibit 2-(ii)-1

Shizuoka Financial Group, Inc.
Second Series Share Acquisition Rights

As described in
Exhibit 2-(ii)-2

As described in
Exhibit 2-(iii)-1

Shizuoka Financial Group, Inc.
Third Series Share Acquisition Rights

As described in
Exhibit 2-(iii)-2

As described in
Exhibit 2-(iv)-1

Shizuoka Financial Group, Inc.
Fourth Series Share Acquisition Rights

As described in
Exhibit 2-(iv)-2

As described in
Exhibit 2-(v)-1

Shizuoka Financial Group, Inc.
Fifth Series Share Acquisition Rights

As described in
Exhibit 2-(v)-2

As described in
Exhibit 2-(vi)-1

Shizuoka Financial Group, Inc.
Sixth Series Share Acquisition Rights

As described in
Exhibit 2-(vi)-2―32―

(vii)(viii)

(ix)

(x)

(xi)

(xii)

(xiii)The Shizuoka Bank Ltd.
Seventh Series Share
Acquisition Rights
The Shizuoka Bank Ltd.
Eighth Series Share
Acquisition Rights
The Shizuoka Bank Ltd.
Ninth Series Share
Acquisition Rights
The Shizuoka Bank Ltd.
Tenth Series Share
Acquisition Rights
The Shizuoka Bank Ltd.
Eleventh Series Share
Acquisition Rights
The Shizuoka Bank Ltd.
Twelfth Series Share
Acquisition Rights
The Shizuoka Bank Ltd.
Thirteenth Series Share
Acquisition Rights

As described in
Exhibit 2-(vii)-1
As described in
Exhibit 2-(viii)1
As described in
Exhibit 2-(ix)-1

Shizuoka Financial Group, Inc.
Seventh Series Share Acquisition
RightsShizuoka Financial Group, Inc.
Eighth Series Share Acquisition Rights

As described in
Exhibit 2-(vii)-2

Shizuoka Financial Group, Inc.
Ninth Series Share Acquisition Rights

As described in
Exhibit 2-(viii)2
As described in
Exhibit 2-(ix)-2

As described in
Exhibit 2-(x)-1

Shizuoka Financial Group, Inc.
Tenth Series Share Acquisition Rights

As described in
Exhibit 2-(x)-2

As described in
Exhibit 2-(xi)-1

Shizuoka Financial Group, Inc.
Eleventh Series Share Acquisition
RightsShizuoka Financial Group, Inc.
Twelfth Series Share Acquisition
RightsShizuoka Financial Group, Inc.
Thirteenth Series Share Acquisition
RightsAs described in
Exhibit 2-(xi)-2

As described in
Exhibit 2-(xii)-1
As described in
Exhibit 2-(xiii)1―33―

As described in
Exhibit 2-(xii)-2
As described in
Exhibit 2-(xiii)2

Table 2
Section 1

Section 2

Name

Description

Name

Description

The Shizuoka Bank Ltd.
Euro USD-denominatedconvertible bonds withshare acquisition rights
subject to call due formaturity in 2023

As describedin Exhibit 3(i)Shizuoka Financial Group, Inc.
Euro USD-denominatedconvertible bonds with shareacquisition rights subject to calldue for maturity in 2023

As describedin Exhibit 3(ii)Section 3
Amount of bondobligations
USD 300 million(Incorporation Date of the Holding Company)
Article 7: The date on which the incorporation of the Holding Company should be registered (the “Holding
Company Incorporation Date”) shall be October 3, 2022. However, if necessary to accommodate theprocedure for the Share Transfer or for other reasons, the Holding Company Incorporation Date may bechanged by resolution of the Board of Directors of the Bank.
(General Meeting of Shareholders for Approval of This Plan)
Article 8: The Bank shall convene an ordinary general meeting of shareholders to be held on June 16, 2022, at
which the Bank shall seek resolutions for approval of this Plan and for other matters necessary for the
Share Transfer. However, if necessary to accommodate the procedure for the Share Transfer or for otherreasons, the scheduled date of that general meeting of shareholders may be changed by resolution of theBoard of Directors of the Bank.
(Stock Exchange on Which to List the Holding Company’s Stock)
Article 9: The Holding Company shall plan to list its issued common shares on “Prime Market” of Tokyo Stock
Exchange, Inc. on the Holding Company Incorporation Date.
(Shareholder Register Administrator of the Holding Company)
Article 10: The shareholder register administrator of the Holding Company shall be JAPAN SECURITIESAGENTS, LTD.
(Effect of This Plan)
Article 11: This Plan shall cease to be effective if the Bank: fails to pass resolutions for approval of this Plan andfor other matters necessary for the Share Transfer at the general meeting of shareholders of the Bank as
set forth in Article 8; or fails to obtain, by the Holding Company Incorporation Date, any permit,―34―

approval, etc. of the relevant authorities required for the Share Transfer by applicable domestic or foreignlaws and regulations (including without limitation the authorization required for the Share Transfer by
Article 52-17 of the Banking Act); or discontinues the Share Transfer under the following Article.
(Change of This Plan)
Article 12: The Bank may change the terms and conditions of the Share Transfer or any other part of this Plan or
discontinue the Share Transfer, in each case by resolution of the Board of Directors of the Bank, if any
material changes occur or is recognized in the Bank’s financial or management condition due to an act of
God or any other cause, or if any event occurs that significantly hinders the Bank from consummating theShare Transfer, or if it otherwise becomes difficult to achieve the purpose of the Plan, in each case at any
time after the preparation of this Plan until the Holding Company Incorporation Date.
(Other Matters)
Article 13: All matters necessary for the Share Transfer other than those set forth in this Plan shall be determinedby the Bank in accordance with the purpose of the Share Transfer.

May 10, 2022
Hisashi Shibata, President
The Shizuoka Bank, Ltd.
10, Gofukucho 1-chome, Aoi-ku
Shizuoka City, Shizuoka, Japan―35―

Exhibit 1 of the Share Transfer Plan
Shizuoka Financial Group, Inc. Articles of Incorporation

Chapter 1: General Provisions(Company Name)
Article 1: The name of the Company shall be Kabushiki Kaisha Shizuoka Financial Group, which shall be expressed as
Shizuoka Financial Group, Inc. in English.
(Purpose)
Article 2: As a bank holding company, the Company’s purpose is to engage in the following businesses:
1. Business administration of banks and of companies whose ownership the Company is permitted by the Banking Act toacquire;2. Any and all businesses incidental or relating to the business set forth in the preceding item; and3. Any other businesses which a bank holding company is permitted by the Banking Act to engage in other than those set
forth in the preceding two items.
(Location of Head Office)
Article 3: The Company shall have its head office in Shizuoka City.
(Organs)
Article 4: The Company shall have the following organs in addition to the General Meeting of Shareholders and Directors:
1. The Board of Directors;
2. The Audit & Supervisory Committee; and3. Accounting Auditors.
(Method of Public Notice)
Article 5: The Company shall give public notice by way of electronic public notice. However, if the Company is unable togive public notice by way of electronic public notice due to an accident or for any other unavoidable reason, theCompany shall give public notice by publication in the Nihon Keizai Shimbun.
Chapter 2: Shares(Total Number of Authorized Shares)
Article 6: The total number of shares the Company is authorized to issue shall be two billion (2,000,000,000) shares.
(Acquisition of Treasury Shares)
Article 7: As permitted under the provisions of Article 165, paragraph (2) of the Companies Act, the Company may acquire
treasury shares through market transactions or otherwise, subject to a resolution of the Board of Directors.

―36―

(Share Unit Number)
Article 8: The share unit number of the Company shall be one hundred (100).
(Rights to Shares Less Than One Unit)
Article 9: No shareholder of the Company may exercise any right to any shares less than one unit held by the shareholder otherthan the following rights:
1. The rights set forth in the items of paragraph (2) of Article 189 of the Companies Act;
2. The right to make a demand under the provisions of Article 166, paragraph (1) of the Companies Act;
3. The right to receive allotment of shares for subscription and allotment of share acquisition rights for subscription in
proportion to the number of shares held by the shareholder; and4. The right to make a demand as set forth in the following Article.
(Purchase of Additional Shares Less Than One Unit)
Article 10: Subject to the provisions of the Share Handling Regulations, a shareholder of the Company shall be entitled todemand that the Company sell and deliver to the shareholder such number of shares as will constitute one shareunit when combined with the number of shares less than one unit held by the shareholder.
(Shareholder Register Administrator)
Article 11: The Company shall appoint a shareholder register administrator.
(2) The shareholder register administrator and its place of business shall be designated by a resolution of the Board of
Directors and shall be publicly notified.
(3) The preparation and maintenance of, and all other administrative affairs involved in, the Company’s shareholder
register and register of share acquisition rights shall be contracted out to the shareholder register administrator andshall not be handled by the Company.
(Share Handling Regulations)
Article 12: The handling of the Company’s shares and fees therefor shall be subject to the Share Handling Regulations
established by the Board of Directors as well as to the applicable laws and regulations and these Articles ofIncorporation.
Chapter 3: Shareholders Meeting(Convocation)
Article 13: An ordinary shareholders meeting of the Company shall be convened within three (3) months after April 1 of eachyear. An extraordinary shareholders meeting of the Company shall be convened whenever necessary.
(Record Date for the Ordinary Shareholders Meeting)
Article 14: The record date for voting rights exercisable at the ordinary shareholders meeting shall be March 31 of each year.

―37―

(Chairperson)
Article 15: The Director and President shall act as chairperson at a shareholders meeting.
(2) If the Director and President is unable to chair a shareholders meeting, another Director shall act in his/her place inthe order designated by the Board of Directors.
(Measures for Electronic Provision)
Article 16: When convening a shareholders meeting, the Company shall take measures to electronically provide theinformation to be contained in the reference documents and other materials for the shareholders meeting.
(2) The Company may omit from the document to be delivered to shareholders who made a request for written
information no later than the record date for voting rights, all or part of the information specified by the Ministryof Justice Order out of the information for which measures are taken by the Company to provide electronically.
(Method of Resolution)
Article 17: Unless otherwise provided by the applicable laws and regulations or these Articles of Incorporation, resolutions at
a shareholders meeting shall be adopted by a majority of the votes held by the shareholders present at a meeting whoare entitled to exercise their voting rights.
(2) The resolutions as referred to in Article 309, paragraph (2) of the Companies Act shall be adopted by a two-thirds
majority of the votes held by the shareholders present who are entitled to exercise their voting rights at the meeting
attended by shareholders holding at least one-third of the votes of held by the shareholders entitled to vote at themeeting.
(Voting by Proxy)
Article 18: A shareholder may exercise his/her voting rights by a proxy who shall be another shareholder of the Company
holding voting rights.
(2) The shareholder or his/her proxy must submit to the Company a document evidencing the proxy’s power as such foreach shareholders meeting.
Chapter 4: Directors and Board of Directors(Number)
Article 19: The Company shall have no more than 6 Directors, excluding Directors who are members of the Audit &Supervisory Committee (“Audit & Supervisory Committee Members”).
(2) The Company shall have no more than 4 Audit & Supervisory Committee Members.
(Method of Election of Directors)
Article 20: Directors shall be elected at a shareholders meeting separately between Audit & Supervisory Committee Members
and other Directors. The resolution to elect Directors shall be adopted by a majority of the votes held by theshareholders present who are entitled to exercise their voting rights at the meeting attended by shareholders holding
at least one-third of the votes of held by the shareholders entitled to vote at the meeting.
(2) No cumulative voting shall be used in resolutions for the election of Directors.

―38―

(Term of Office)
Article 21: The term of office of the Company’s Directors other than Audit & Supervisory Committee Members shall expire
at the close of the ordinary shareholders meeting pertaining to the last fiscal year ending within one (1) year
following their election.
(2) The term of office of Audit & Supervisory Committee Members shall expire at the close of the ordinary
shareholders meeting pertaining to the last fiscal year ending within two (2) years following their election.
(3) The term of office of an Audit & Supervisory Committee Member elected to fill the vacancy of an Audit &Supervisory Committee Member who left office before the expiration of his/her term of office shall expire at thetime when the predecessor’s term of office would otherwise expire.
(4) Any resolution for preliminary election of substitute Audit & Supervisory Committee Members shall only be valid
until the opening of the ordinary shareholders meeting pertaining to the fiscal year ending within two (2) years
following their election.
(Representative Directors and Executive Directors)
Article 22: The Board of Directors shall by its resolution appoint one (1) or more Representative Directors from among the
Directors, excluding the Audit & Supervisory Committee Members.
(2) The Board of Directors shall by its resolution appoint one (1) Director and President from among the Directors,
excluding the Audit & Supervisory Committee Members. The Board of Directors may by its resolution
additionally appoint one (1) Director and Chairperson and a few Directors and Deputy Chairpersons, Directors and
Deputy Presidents, Senior Managing Directors, and Senior Executive Directors.
(Remuneration)
Article 23: Remuneration, bonuses, and other financial benefits to be received by Directors (“Remuneration”) shall be
determined by resolution at a general meeting of shareholders separately between Audit & Supervisory Committee
Members and other Directors.
(Agreement Limiting Liability of Outside Directors)
Article 24: As permitted under the provisions of Article 427, paragraph (1) of the Companies Act, the Company may enter
into agreements with Outside Directors that limit their liability to compensate for damage caused by their failure to
perform their duties. However, the maximum amount of their liability under such agreements shall be the minimum
amount of liability specified by the applicable laws and regulations.
(Board of Directors)
Article 25: All matters pertaining to the Board of Directors shall be subject to the Board of Directors Regulations establishedby the Board of Directors, in addition to the applicable laws and regulations and these Articles of Incorporation.
(Convocation of Board of Directors Meetings)
Article 26: A notice of convocation of a meeting of the Board of Directors shall be dispatched to each Director at least three(3) days prior to the date of the meeting. However, this period of notice may be reduced in the event of an emergency.

―39―

(2) Subject to the unanimous consent of all Directors, a meeting of the Board of Directors may be held without following
the convocation procedures.
(Omission of Resolution at Board of Directors Meeting)
Article 27: Subject to the satisfaction of the requirements set forth in Article 370 of the Companies Act, the Company shalldeem that the relevant resolution has been adopted at the relevant Board of Directors meeting.
(Delegation of Decisions on Execution of Operations to Directors)
Article 28: As permitted under the provisions of Article 399-13, paragraph (6) of the Companies Act, the Company may by
its resolution delegate all or part of the decisions on the execution of important operations (excluding the matters set
forth in paragraph (5) of the same Article) to Directors.
Chapter 5: Audit & Supervisory Committee(Audit & Supervisory Committee)
Article 29: All matters pertaining to the Audit & Supervisory Committee shall be subject to the Audit & Supervisory
Committee Regulations established by the Audit & Supervisory Committee, in addition to the applicable laws andregulations and these Articles of Incorporation.
(Full-Time Audit & Supervisory Committee Members)
Article 30: The Audit & Supervisory Committee may by its resolution appoint full-time Audit & Supervisory Committee
Members from among the Audit & Supervisory Committee Members.
(Convocation of Audit & Supervisory Committee Meetings)
Article 31: A notice of convocation of a meeting of the Audit & Supervisory Committee shall be dispatched to each Audit &Supervisory Committee Member at least three (3) days prior to the date of the meeting. However, this period ofnotice may be reduced in the event of an emergency.
(2) Subject to the unanimous consent of all Audit & Supervisory Committee Members, a meeting of the Audit &Supervisory Committee may be held without following the convocation procedures.
Chapter 6: Accounts(Fiscal Year)
Article 32: The Company’s fiscal year shall be one (1) calendar year commencing on April 1 of each year and ending on March
31 of the following year.
(Record Date for Dividends of Surplus)
Article 33: The record date (kijyunbi) for the Company’s year-end dividend shall be March 31 of each year.
(2) In addition to the dividend set forth in the preceding paragraph, the Company may pay dividends of surplus by
setting a record date.

―40―

(Interim Dividends)
Article 34: Subject to a resolution of the Board of Directors, the Company may pay an interim dividend by setting the record
date therefor at September 30 of the relevant year.
(Statute of Limitation for Dividends)
Article 35: If the dividend property is money and remains unreceived after the lapse of five (5) full years from the date of offer
of payment, the Company shall be relieved of its obligation to pay such dividend.
Supplementary Provisions(First Fiscal Year)
Article 1: Notwithstanding the provisions of Article 32, the Company’s first fiscal year shall commence on the date ofincorporation of the Company and shall end on March 31, 2023.
(Remuneration for First Directors)
Article 2: Notwithstanding the provisions of Article 23, the total amount of Remuneration payable to Directors (excluding
Audit & Supervisory Committee Members) for the period commencing on the date of incorporation of the Company
and ending at the close of the first ordinary shareholders meeting shall be no more than 210 million (210,000,000)
yen.
(2) Notwithstanding the provisions of Article 23, the total amount of Remuneration payable to Audit & Supervisory
Committee Members for the period commencing on the date of incorporation of the Company and ending at theclose of the first ordinary shareholders meeting shall be no more than 90 million (90,000,000) yen.
(Deletion of These Supplementary Provisions)
Article 3: These Supplementary Provisions shall be deleted at the close of the first ordinary shareholders meeting after theincorporation of the Company.

―41―

3. Overview of information on the particulars set forth in the items of Article 206 of the Ordinance for
Enforcement of the Companies Act(1) Particulars regarding appropriateness of the provisions concerning the consideration for the share transfer(i) Particulars regarding the total number and allocation of the consideration(a) Share transfer ratio
One share of the proposed Holding Company’s common stock will be allotted and issued pershare of the Bank’s common stock held by its shareholders immediately before the Holding
Company’s acquisition of all issued shares of the Bank as a result of the Share Transfer (the “BaseTime”).
(b) Share unit number
The Holding Company will adopt a share unit system in which the number of shares constituting
one share unit is one hundred (100).
(c) Basis of calculation of the share transfer ratio
In the Share Transfer, the single Holding Company will be incorporated as the wholly-owning parent
company through a share transfer solely by the Bank, with no changes in shareholder composition
between the Bank and the Holding Company at the time of share transfer. For this reason and for the
primary purpose of protecting the Bank’s shareholders from any disadvantages, one share of theHolding Company’s common stock will be allotted and issued per share of the Bank’s common stock
held by the Bank’s shareholders.
(d) Results, method and basis of calculation by third-party institution
No calculation of the share transfer ratio has been undertaken by a third party institution, since
the Share Transfer involves a share transfer solely by the Bank as described in (c) above. The Bank
believes that the above share transfer ratio is appropriate since it will not basically result in change
in share value.
(e) Number of new shares to be issued upon share transfer (estimate)
595,129,069 shares of common stock (estimate)
However, the above number of new shares to be issued by the Holding Company will change if
the total number of issued shares of the Bank changes before the Share Transfer becomes effective.
Similarly, if any of the Bank’s shareholders exercises the right to demand purchase of shares or if
otherwise the number of the Bank’s treasury shares as of March 31, 2022 changes before the Base
Time, then the number of new shares to be issued by the Holding Company may change. With―42―

respect to the treasury stock held by the Bank at the time when the Share Transfer becomes
effective, one share of the Holding Company’s common stock will be allotted and issued per shareof that treasury stock. This will result in the Bank temporarily holding shares of the Holding
Company’s common stock. These shares will be promptly disposed of by the Bank in accordancewith the provisions of applicable laws and regulations.
(ii) Particulars regarding appropriateness of the amounts of capital, reserves, etc.
The amounts of capital and reserves of the Holding Company at the time of incorporation are as
follows.
Amount of capital: 90 billion yen
Amount of legal capital surplus: 22.5 billion yen
Amount of legal retained earnings: 0 yen
The above amounts of capital and reserves have been set within the range permitted by applicablelaws and regulations. The Bank believes that these amounts are appropriate in light of the purpose andsize of the Holding Company and its capital policy, etc. after its incorporation.
(2) Particulars regarding appropriateness of the provisions concerning stock acquisition rights to be issued
upon the share transfer
The terms and conditions of stock acquisition rights of the Holding Company to be issued in the Share
Transfer in place of stock acquisition rights (including those attached to bonds with stock acquisitionrights) that have been issued by the Bank will be similar to those of the stock acquisition rights issued
by the Bank. One share of the Holding Company’s common stock will be allotted per share of the Bank’scommon stock. For these reasons, the Bank believes that it is appropriate to allot one share acquisitionright of the Holding Company per share acquisition right of the Bank held by holders of stock acquisitionrights of the Bank.
(3) Particulars regarding wholly-owned subsidiaries in the share transfer
No disposal of important property, no burden of major obligations, and no other event that would havematerial impact on the status of company property has occurred so far after the last day of the Bank’s
most recent business year.

―43―

4. Matters concerning candidates for Directors (excluding candidates for Directors on the Audit andSupervisory Committee) of the Holding Company
The candidates for Directors (excluding candidates for Directors on the Audit and Supervisory Committee)of the Holding Company are as follows.
Name(Date of birth)

Number of the Number of theBrief personal history and positions and responsibilities at the Bank
Holding
Bank’s sharesCompany’s(significant concurrent positions)heldshares allotted[Brief personal history and positions and responsibilities at the Bank]

Katsunori Nakanishi(June 15, 1953)

Apr.1976

Joined the Bank

Dec.1998

Deputy General Manager of Personnel Dept.

Apr.1999

General Manager of Personnel Dept.

Jun.1999

General Manager of Corporate Administration Dept.

Jun.2001

Director & Executive Officer, General Manager of Corporate
Planning Dept.

Jun.2003

Director & Senior Executive Officer

Apr.2005

Director & Senior Executive Officer, Deputy General Manager
of Corporate Center in charge of planning and administration

Jun.2005

President & Chief Executive Officer

Mar.2017

Director, Shizuoka Gas Co., Ltd. (to present)

Jun.2017

Chairman & CEO (to present)
Director, Shizuoka Railway Co., LTD. (to present)[Reasons for selection as a candidate for Director]
Mr. Katsunori Nakanishi has long been responsible for the business
management and business operation of the Group as his previous
positions at the Bank includes General Manager of Corporate
Administration Dept. and General Manager of Corporate Planning
Dept. After serving as the Bank’s President & Chief Executive
Officer from June 2005, Mr. Nakanishi has served as the Bank’s
Chairman & CEO since June 2017. We selected Mr. Nakanishi as a
candidate for Director of the Holding Company as we believe that heis capable of contributing to enhancing the effectiveness of thedecision-making and supervisory functions of the Board of Directorsof the Holding Company by using his wealth of business experienceand extensive knowledge.

―44―

87,000 shares 87,000 shares

Name(Date of birth)

Number of the Number of theBrief personal history and positions and responsibilities at the Bank
Holding
Bank’s sharesCompany’s(significant concurrent positions)heldshares allotted[Brief personal history and positions and responsibilities at the Bank]
Apr.1986
Jan.2003
Jun.2004

Jun.2005
Jun.2009
Apr.2011
Jun.2011
Jun.2012

Apr.2013

Oct.2013

Hisashi Shibata

Jun.2014(November 18, 1963)

Jun.2016

Jun.2017
Jun.2020
Jun.2021

Joined the Bank
Deputy General Manager, Head Office
Dispatched to Regional Banks Association of Japan as Deputy
General Manager and Deputy General Manager of Tokyo
Liaison Office, Corporate Planning Dept.
General Manager of Corporate Planning Group, Corporate
Planning Dept.
General Manager of Corporate Planning Dept.
General Manager of Gofukucho Branch
Executive Officer, General Manager of Gofukucho Branch
Senior Executive Officer, Deputy General Manager of Banking
Division in charge of securities and international business,
General Manager of Metropolitan Business Unit and General
Manager of Tokyo Branch
Senior Executive Officer, Deputy General Manager of Banking
Division in charge of Metropolitan Division, General Manager ofMetropolitan Business Unit and General Manager of Tokyo Branch
Senior Executive Officer, Deputy General Manager of Banking
Division in charge of Metropolitan Division, General Manager ofMetropolitan Business Unit, General Manager of Tokyo OfficeDirector & Senior Executive Officer, Deputy General Manager
of Banking Division in charge of credit
Director & Senior Executive Officer, Deputy General Manager
of Corporate Center in charge of corporate planning andcorporate administration
President & COO
President & COO, General Manager of Banking Division
President & COO (to present)[Reasons for selection as a candidate for Director]
Having held such positions at the Bank as General Manager ofCorporate Planning Dept., General Manager of Gofukucho Branch,
General Manager of Metropolitan Business Unit, and General
Manager of Tokyo Office, and currently serving as the Bank’s
President & COO since June 2017, Mr. Hisashi Shibata is wellversed in the business management and business operation of theGroup. We selected Mr. Shibata as a candidate for Director of theHolding Company as we believe that he is capable of contributing
to enhancing the effectiveness of the decision-making andsupervisory functions of the Board of Directors of the Holding
Company by using his wealth of business experience and extensive
knowledge.

―45―

59,700 shares

59,700 shares

Name(Date of birth)

Number of theBrief personal history and positions and responsibilities at the Bank
Bank’s shares(significant concurrent positions)
held

Number of theHoldingCompany’s
shares allotted[Brief personal history and positions and responsibilities at the Bank]
Apr.1987

Joined the Bank

Jun.2003

Dispatched to Shizugin Management Consulting Co., Ltd. as
Deputy General Manager
General Manager of Human Resources Development Group,
Corporate Administration Dept.
General Manager of Shintori Branch
General Manager of Yaizu Branch
General Manager of Corporate Planning Dept.
Executive Officer and General Manager of Corporate
Planning Dept.
Director & Senior Executive Officer, Deputy General
Manager of Corporate Center in charge of corporate planningand corporate administration
Director & Senior Executive Officer, Deputy General
Manager of Banking Division in charge of credit
Director & Senior Managing Executive Officer, General
Manager of Corporate Center
Director & Senior Managing Executive Officer, General
Manager of Corporate Center and General Manager ofCorporate Planning Dept.
Director & Senior Managing Executive Officer, General
Manager of Corporate Center
Deputy President, General Manager of Corporate Center, incharge of Corporate Planning Dept., Corporate
Administration Dept., and Secretarial Office (to present)

Jun.2004
Jun.2008
Jan.2010
Apr.2011
Jun.2012
Jun.2014

Jun.2016
Jun.2017

Minoru Yagi

Jun.2020(May 7, 1963)
Oct.2020
Jun.2021[Reasons for selection as a candidate for Director]
Having held such positions at the Bank as General Manager of
Yaizu Branch and General Manager of Corporate Planning Dept.,and currently serving as the Bank’s Deputy President since June
2021, Mr. Minoru Yagi is well versed in the business management
and business operation of the Group. We selected Mr. Yagi as a
candidate for Director of the Holding Company as we believe that
he is capable of contributing to enhancing the effectiveness of thedecision-making and supervisory functions of the Board of
Directors of the Holding Company by using his wealth of businessexperience and extensive knowledge.

―46―

46,100 shares

46,100 shares

Name(Date of birth)

Number of theBrief personal history and positions and responsibilities at the Bank
Bank’s shares(significant concurrent positions)
held

Number of theHoldingCompany’s
shares allotted[Brief personal history and positions and responsibilities at the Bank]
Apr.1989
Apr.2005
Jun.2006
Jan.2009
Jun.2011
Jun.2013
Jan.2015
Jun.2015
Jun.2016
Jun.2017
Jun.2021

Yutaka Fukushima(September 19, 1966)

Joined the Bank
General Manager of Fujikawa Branch
Deputy General Manager of Corporate Planning Group of
Corporate Planning Dept.
General Manager of Fujinomiya Branch
Joint General Manager of Credit Dept. (concurrently serving
as General Manager of Credit Group II)
General Manager of Fujichuo Branch
General Manager of Gofukucho Branch
Executive Officer and General Manager of Gofukucho Branch
Executive Officer, General Manager of Head OfficeSenior Executive Officer, General Manager of Eastern Area
Business Unit
Director & Senior Executive Officer, General Manager ofBanking Division and General Manager of Business
Promotion Dept., in charge of Area Business Units, Solution
Business Dept., International Business Dept., and Direct
Business Promotion Dept. (to present)[Reasons for selection as a candidate for Director]
Having held such positions at the Bank as General Manager ofHead Office and General Manager of Eastern Area Business Unit,and currently serving as the Bank’s Director since June 2021, Mr.
Yutaka Fukushima is well versed in the business management andbusiness operation of the Group. We selected Mr. Fukushima as a
candidate for Director of the Holding Company as we believe that
he is capable of contributing to enhancing the effectiveness of thedecision-making and supervisory functions of the Board of
Directors of the Holding Company by using his wealth of businessexperience and extensive knowledge.

―47―

18,500 shares

18,500 shares

Name(Date of birth)

Number of theBrief personal history and positions and responsibilities at the Bank
Bank’s shares(significant concurrent positions)
held

Number of theHoldingCompany’s
shares allotted[Brief personal history and positions and responsibilities at the Bank]
Apr.1995
Jun.2004
Nov.2004
Jun.2011
Feb.2012

Jun.2013
Aug.2013
Jun.2014
Jul.2014
May2016
Feb.2018
Mar.2018

Kumi Fujisawa(March 15, 1967)

Oct.2018
Apr.2019
Mar.2020
Jan.2021
Apr.2021
Oct.2021
Apr.2022
May2022

Established IFIS Limited. Representative Director of the same
(retired in July 1999)
Executive Director, The Investment Trusts Association, Japan(to present)
Director, SophiaBank Limited
Public Governor, Japan Securities Dealers Association(to present)
Director, Incorporated Organization for Supporting theTurnaround of Businesses Damaged by the Great East Japan
Earthquake (retired in June 2016)
Director of the Bank (to present)
President, SophiaBank Limited (retired in March 2022)
Director, Toyota Tsusho Corporation (to present)
Director, SCINEX CORPORATION (retired in June 2016)
Director, Money Design Co., Ltd. (retired in June 2017)
Director, Creek and River Co., Ltd. (retired in May 2022)
Director, CAMPFIRE, Inc. (retired in March 2019)
Director, JAPAN PROFESSIONAL FOOTBALL LEAGUE(retired in March 2022)
Director, Net Protections, Inc. (to present)
Director, Japan Action Tank (to present)
Director, JINSEKI KOGEN GAKUEN INSTITUTION(to present)
Director, CellSource Co., Ltd. (to present)
Representative Director, Japan Philanthropic Advisory(to present)
Auditor, Ridilover Inc. (to present)
Chairperson, Institute for International Socio-Economic
Studies Ltd. (to present)
Director, EDMILSON FUNDS ASIA (to present)[Reasons for selection as a candidate for Outside Director andexpected roles]
Ms. Kumi Fujisawa founded Japan’s first investment trustevaluation firm and served as its representative director. She also
participated in forming SophiaBank Limited and serves as its
representative director. She has served in various public positions,
including as a committee member of the Financial System Councilof the Financial Services Agency.

―48―

0 shares0 sharesMs. Fujisawa has held the office of Outside Director of the Bank
since June 2013. Based on her wealth of experience andknowledge, we selected Ms. Fujisawa as a candidate for Outside
Director of the Holding Company as we believe that she is capableof contributing to further ensuring the transparency and fairness ofdecision-making by, and further enhancing the supervisory
function of, the Board of Directors of the Holding Company froman objective standpoint independent from the management team.
[Matters concerning independence]
The Holding Company intends to submit a registration form toTokyo Stock Exchange Inc. (hereinafter referred to as the “Tokyo
Stock Exchange”) to register Ms. Fujisawa as an independent
officer, as she is judged not to have any potential conflicts ofinterest with general shareholders according to the criteria for the
independence of independent officers as stipulated by the Tokyo
Stock Exchange.

―49―

Name
(Date of birth)

Number of theBrief personal history and positions and responsibilities at the Bank
Bank’s shares(significant concurrent positions)
held

Number of theHoldingCompany’s
shares allotted[Brief personal history and positions and responsibilities at the Bank]
Apr.1976
Jun.2000
Apr.2002
Apr.2003
Jun.2003

Apr.2005
Apr.2008
Apr.2009

Kazutoshi Inano(September 4, 1953)

Jun.2009
Aug.2009
Jun.2011
Jul.2013
May2017
Apr.2018
Jun.2021

Joined Nomura Securities Co., Ltd. (currently NOMURAHOLDINGS, INC.)
Director, Executive Vice President of Nomura Securities Co.,Ltd.
Director, President of Nomura Asset Management Co., Ltd.
Director, Deputy President & Co-COO of NOMURAHOLDINGS, INC.
Director, Executive Managing Director, Deputy President &Co-COO of NOMURA HOLDINGS, INC. (retired in March2008)
Director, Executive Managing Director, President & CEO of
Nomura Asset Management Co., Ltd.
Director, Chairman of The Nomura Trust and Banking Co., Ltd.
(retired in March 2008)
Executive Managing Director, Deputy Chairman of Nomura
Securities Co., Ltd. (retired in March 2009)
Director, Chairperson, Representative Executive Managing
Director of Nomura Asset Management Co., Ltd.
Vice Chairman of Japan Association of Corporate Executives(retired in April 2013)
Chairman of The Investment Trusts Association (retired inJune 2013)
Chairman of The Securities Analysts Association of Japan(retired in August 2013)
Chairperson of the Board of Directors of Nomura AssetManagement Co., Ltd. (retired in June 2013)
Chairman of Japan Securities Dealers Association(retired in June 2017)
Chairman of Japan Securities Scholarship Foundation(to present)
Chairman of Japan Foundation For Regional Vitalization(to present)
Director of the Bank (to present)[Significant concurrent positions]
Chairman of Japan Securities Scholarship Foundation
Chairman of Japan Foundation For Regional Vitalization[Reasons for selection as a candidate for Outside Director andexpected roles]
Mr. Kazutoshi Inano held important positions in the Nomura
Group companies including Director, Executive Managing
Director, Deputy President of NOMURA HOLDINGS, INC. He
also served as Chairman of The Investment Trusts Association,―50―

2,000 shares

2,000 shares

Chairman of The Securities Analysts Association of Japan, andChairman of Japan Securities Dealers Association. He currently
serves as Chairman of Japan Securities Scholarship Foundation
and Chairman of Japan Foundation For Regional Vitalization. Mr.
Inano has held the office of Outside Director of the Bank since June
2021. Based on his wealth of experience and knowledge as amanager of a financial group, we selected Mr. Inano as a candidate
for Outside Director of the Holding Company as we believe that heis capable of contributing to further ensuring the transparency andfairness of decision-making by, and further enhancing thesupervisory function of, the Board of Directors of the Holding
Company from an objective standpoint independent from the
management team.
[Matters concerning independence]
The Holding Company intends to submit a registration form to theTokyo Stock Exchange to register Mr. Inano as an independent
officer, as he is judged not to have any potential conflicts of interest
with general shareholders according to the criteria for the
independence of independent officers as stipulated by the Tokyo
Stock Exchange.

―51―

(Notes) 1 No special interest exists between any of the candidates for Directors and the Bank, and no special interest willarise between any of these candidates and the Holding Company.
2. The number of the Bank’s shares held by each candidate for Director is stated based on the status of his/herholding as of March 31, 2022. The number of the Holding Company’s shares to be allotted to each candidate isstated based on such status of his/her holding and by taking into the share transfer ratio. Therefore, the number ofthe Holding Company’s shares actually allotted to each candidate is subject to change according to the status ofhis/her holding until immediately before the date of incorporation of the Holding Company.
3. Ms. Kumi Fujisawa and Mr. Kazutoshi Inano are candidates for Outside Directors of the Holding Company.
4. The number of years that have elapsed since each candidate for Outside Director of the Holding Company
assumed the office of Outside Director of the Bank is as follows:(i) Ms. Kumi Fujisawa is currently an Outside Director of the Bank and has held the office of Outside Director
for nine (9) years at the close of this Annual General Meeting of Shareholders.
(ii) Mr. Kazutoshi Inano is currently an Outside Director of the Bank and has held the office of Outside
Director for 1 (one) year at the close of this Annual General Meeting of Shareholders.
5. There is no potential competition or conflicting interest transactions (Article 356, Paragraph (1), Items (i)through (iii) and Article 365 of the Companies Act) arising between Net Protections, Inc. where Ms. Kumi
Fujisawa serves as Outside Director and the Bank. The same is true as between Net Protections, Inc. and theHolding Company.
6. Limited liability agreements with Outside Directors
If this proposal is approved, the Holding Company will establish a provision concerning limited liability
agreements with the Outside Directors in its Articles of Incorporation, in order to ensure that the Holding
Company is able to secure suitable individuals as its Outside Directors. Pursuant to the provisions of Article 427,
Paragraph (1) of the Companies Act, the Holding Company will conclude agreements (hereinafter referred to as
the “limited liability agreements”) with Ms. Kumi Fujisawa and Mr. Kazutoshi Inano to limit their liability
provided for in Article 423, Paragraph (1) of the Companies Act. The maximum amount of damages under eachof the limited liability agreements will be the Minimum Liability Amount as defined in Article 425, Paragraph(1) of the same Act.
7. Directors and Officers Liability Insurance Contract
If this proposal is approved, the Holding Company will enter into a directors and officers liability insurance(hereinafter referred to as “D&O Insurance”) contract as stipulated in Article 430-3, Paragraph (1) of theCompanies Act with an insurance company. The D&O Insurance will cover damage (excluding damage forwhich the insurer is excused of liability under the D&O Insurance contract) and the like in cases where theinsured persons incur liability for damages as a result of the execution of their duties. The insurance premiums of
the D&O Insurance will be fully borne by the Holding Company. If the candidates are elected and assume officeas Directors (excluding Directors on the Audit & Supervisory Committee), all of them will be insured under the
D&O Insurance.
8. If Ms. Kumi Fujisawa and Mr. Kazutoshi Inano, who are candidates for Outside Directors of the Bank at thisgeneral meeting are elected as Outside Directors of the Bank as per Proposal No. 3 and if this proposal is also
approved, then they will resign as Outside Directors of the Bank as of the day before (scheduled for October 2,2022) the effective date of the Share Transfer.
9. With regard to Ms. Kumi Fujisawa, the candidate for Outside Director, the name “Kumi Fujisawa” is used for
professional purposes only, and stated above as such due to its high recognition among the public, whereas her
name in the domiciliary register is Kumi Tsunoda.

―52―

5. Matters concerning candidates for Directors on the Audit and Supervisory Committee of the Holding
Company
The candidates for Directors on the Audit and Supervisory Committee of the Holding Company are as
follows.
Name(Date of birth)

Brief personal history and positions and responsibilities at the Bank(significant concurrent positions)

Number of theBank’s shares
held

Number of theHoldingCompany’s
shares allotted

37,000 shares

37,000 shares[Brief personal history and positions and responsibilities at the Bank]
Apr.1988
Jun.2004
Jun.2006
Jun.2009
Oct.2009
Apr.2010
Apr.2012
Jun.2012
Jun.2014
Jun. 2016

Koichi Kiyokawa(March 18, 1965)

Jun.2017
Jun.2019
Jun.2020

Joined the Bank
Deputy General Manager of Corporate Planning Group of
Corporate Planning Dept.
General Manager of New York Branch
Senior Deputy General Manager of Numazu Branch
Senior Deputy General Manager of Numazu Branch(concurrently serving as General Manager of Honcho Branch)
General Manager of Fujieda Branch
Joint General Manager of Corporate Administration Dept.
General Manager of Corporate Administration Dept.
Executive Officer and General Manager of Corporate Planning
Dept.
Executive Officer and General Manager of Risk Management
Dept.
Executive Officer and General Manager of Shimizu Branch
Executive Officer and General Manager of Head OfficeDirector & Senior Executive Officer, General Manager of Audit
Dept. (to present)[Reasons for selection as a candidate for Director]
Having held such positions at the Bank as General Manager of
Shimizu Branch and General Manager of Head Office, and currently
serving as the Bank’s Director since June 2020, Mr. Koichi
Kiyokawa is well versed in the business management and business
operation of the Group. Based on his wealth of experience andknowledge, we selected Mr. Kiyokawa as a candidate for Director on
the Audit & Supervisory Committee as we believe that he is capableof contributing to further ensuring the transparency and fairness ofdecision-making by, and further enhancing the supervisory functionof, the Board of Directors of the Holding Company from an objective
standpoint independent from the management team.

―53―

Name
(Date of birth)

Brief personal history and positions and responsibilities at the Bank(significant concurrent positions)

Number of theBank’s shares
held

Number of theHoldingCompany’s
shares allotted

0 shares0 shares[Brief personal history and positions and responsibilities at the Bank]
Sep.1978Apr.1982
Dec.1993
Apr.1996
Feb..2006
Jun.2015
Apr.2016
Jun.2016
Mar.2018
Jun.2018

Motoshige Itoh
(December 19, 1951)

Apr.2022

Assistant Professor, Department of Economics, University of
Houston
Associate Professor, Faculty of Economics, The University of
Tokyo
Professor, Faculty of Economics, The University of Tokyo
Professor, Graduate School of Economics, Faculty of Economics,
The University of Tokyo (retired in March 2016)
President, National Institute for Research Advancement(retired in March 2014)
Director, East Japan Railway Company (to present)
Trustee, The Sasakawa Peace Foundation (to present)
Professor, Faculty of International Social Sciences, Gakushuin
University (retired in March 2022)
Professor Emeritus, The University of Tokyo (to present)
Corporate Auditor, Hagoromo Foods Corporation (to present)
Director, The Japan Foundation for the United Nations University(to present)
Director of the Bank (to present)
Director, SUMITOMO CHEMICAL COMPANY, LIMITED(to present)
Director, JX Nippon Mining & Metals Corporation (to present)[Reasons for selection as a candidate for Outside Director andexpected roles]
Mr. Motoshige Itoh is an expert on economics as a university
professor and a notable commentator on economic affairs. Also
serving as an outside director or an outside corporate auditor of otherlisted companies, he is well versed in corporate management in the
global economy. Furthermore, he previously served in public
positions including membership on the Council on Economic andFiscal Policy, The Tax Commission, and the Expert Panel on Climate
Change of the Japanese government. Mr. Itoh has held the office ofOutside Director of the Bank since June 2018. Based on his wealthof experience and knowledge, we selected Mr. Itoh as a candidate for
Outside Director on the Audit & Supervisory Committee of theHolding Company as we believe that he is capable of contributing tofurther ensuring the transparency and fairness of decision-making
by, and further enhancing the supervisory function of, the Board of―54―

Directors of the Holding Company from an objective standpoint
independent from the management team.
[Matters concerning independence]
The Holding Company intends to submit a registration form to theTokyo Stock Exchange to register Mr. Itoh as an independent officer,
as he is judged not to have any potential conflicts of interest withgeneral shareholders according to the criteria for the independence
of independent officers as stipulated by the Tokyo Stock Exchange.

―55―

Name
(Date of birth)

Brief personal history and positions and responsibilities at the Bank(significant concurrent positions)

Number of the Number of theHolding
Bank’s sharesCompany’s
heldshares allotted[Brief personal history and positions and responsibilities at the Bank]
Apr.1976

Dec.2000
Jun.2006

Jun.2012

Jul.2015
Jun.2018
Jun.2020

Joined Nippon Telegraph and Telephone Public Corporation(currently NIPPON TELEGRAPH AND TELEPHONECORPORATION (NTT))
General Manager, Kanazawa Branch of NIPPON TELEGRAPH
AND TELEPHONE WEST CORPORATION
Member of the Board of Directors, Senior Vice President,
Managing Director of Accounts and Finance Department of NTT
DOCOMO, INC.
Member of the Board of Directors, Senior Executive Vice
President, Chief Financial Officer of NTT DOCOMO, INC.
(retired in June 2014)
President, Foundation for MultiMedia Communications(retired in June 2018)
Chairman, Information & Telecommunication Equipment
Constructor’s Association (retired in June 2020)
Director of the Bank (to present)[Reasons for selection as a candidate for Outside Director andexpected roles]
Mr. Kazuto Tsubouchi served as a Member of the Board of Directors,
Kazuto Tsubouchi Senior Executive Vice President of NTT DOCOMO, INC., andPresident of the Foundation for MultiMedia Communications, as(May 2, 1952)
well as Chairman of the Information & Telecommunication
Equipment Constructor’s Association. Mr. Tsubouchi has held theoffice of Outside Director of the Bank since June 2020. Based on his
wealth of experience and knowledge as a corporate manager, weselected Mr. Tsubouchi as a candidate for Outside Director on the
Audit & Supervisory Committee of the Holding Company as we
believe that he is capable of contributing to further ensuring thetransparency and fairness of decision-making by, and further
enhancing the supervisory function of, the Board of Directors of theHolding Company from an objective standpoint independent fromthe management team.
[Matters concerning independence]
The Holding Company intends to submit a registration form to theTokyo Stock Exchange to register Mr. Tsubouchi as an independent
officer, as he is judged not to have any potential conflicts of interest
with general shareholders according to the criteria for the
independence of independent officers as stipulated by the Tokyo
Stock Exchange.

―56―

0 shares0 sharesName(Date of birth)

Brief personal history and positions and responsibilities at the Bank(significant concurrent positions)

Number of theBank’s shares
held

Number of theHoldingCompany’s
shares allotted

0 shares0 shares[Brief personal history and positions and responsibilities at the Bank]
Apr.1983
Apr.1998
Apr.2003
Apr.2007
Apr.2009
Aug.2009
Jun.2011
Jun.2014
Apr.2016
Mar.2018
Feb.2019

Naomi Ushio(March 8, 1961)

Jun.2019
Jun.2020
Jun.2021

Joined Fuji Television Network, Inc. (retired in February 1989)
Senior Assistant Professor, Meiji University Educational
Foundation
Assistant Professor, Meiji University Educational Foundation
Associate Professor, Meiji University Educational Foundation
Professor, School of Information and Communication, Meiji
University (to present)
Expert Member, Liaison Conference for the Promotion of Gender
Equality, Cabinet Office (retired in August 2015)
Audit & Supervisory Board Member, Seven Bank, Ltd.
(retired in June 2019)
Corporate Auditor, JX Holdings, Inc.
(currently ENEOS Holdings, Inc.) (retired in June 2018)
Vice President, Meiji University Educational Foundation(retired in March 2020)
Director, POLA ORBIS HOLDINGS INC. (to present)
Member, 10th Central Council for Education, Ministry of
Education, Culture, Sports, Science and Technology(retired in February 2021)
Member of the Audit & Supervisory Board of the Bank
(to present)
Corporate Auditor, Hagoromo Foods Corporation (to present)
Director, The Dai-ichi Life Insurance Company, Limited.
(to present)[Significant concurrent positions]
Professor, School of Information and Communication, Meiji
University[Reasons for selection as a candidate for Outside Director andexpected roles]
As a university professor, Ms. Naomi Ushio specializes in businessadministration and human resources management theories, isaddressing the issue of enablingworking women to make use of
their abilities, and has experience as outside director or outside
audit & supervisory board member of other listed companies. She
also has experience of serving in roles that are public in nature,such as Expert Member of the Liaison Conference for the
Promotion of Gender Equality of the Cabinet Office. Ms. Ushio has―57―

served as Outside Member of the Audit & Supervisory Board of the
Bank since June 2019. Based on her wealth of experience andknowledge, we selected Ms. Ushio as a candidate for Outside
Director on the Audit & Supervisory Committee as we believe that
she is capable of contributing to further ensuring the transparency
and fairness of decision-making by, and further enhancing thesupervisory function of, the Board of Directors of the Holding
Company from an objective standpoint independent from the
management team.
[Matters concerning independence]
The Holding Company intends to submit a registration form to theTokyo Stock Exchange to register Ms. Ushio as an independent
officer, as she is judged not to have any potential conflicts of interest
with general shareholders according to the criteria for the
independence of independent officers as stipulated by the Tokyo
Stock Exchange.

―58―

(Notes) 1 No special interest exists between any of the candidates for Directors and the Bank, and no special interest willarise between any of these candidates and the Holding Company.
2. The number of the Bank’s shares held by each candidate for Director is stated based on the status of his/herholding as of March 31, 2022. The number of the Holding Company’s shares to be allotted to each candidate isstated based on such status of his/her holding and by taking into the share transfer ratio. Therefore, the number ofthe Holding Company’s shares actually allotted to each candidate is subject to change according to the status ofhis/her holding until immediately before the date of incorporation of the Holding Company.
3. Mr. Motoshige Itoh, Mr. Kazuto Tsubouchi, and Ms. Naomi Ushio are candidates for Outside Directors of theHolding Company.
4. Mr. Motoshige Itoh and Ms. Naomi Ushio have no experience of involvement in corporate management otherthan in their roles as outside officers. However, based on the grounds stated under the heading, “Reasons forselection as a candidate for Outside Director and expected roles,” in each of these candidates’ profiles above, we
believe that Mr. Itoh and Ms. Ushio are capable of appropriately fulfill their respective duties as Outside
Directors of the Holding Company.
5. The number of years that have elapsed since each candidate for Outside Director of the Holding Company
assumed the office of Outside Director (or Outside Member of the Audit & Supervisory Board) of the Bank is asfollows:(i) Mr. Motoshige Itoh is currently an Outside Director of the Bank and has held the office of Outside Director
for four (4) years at the close of this Annual General Meeting of Shareholders.
(ii) Mr. Kazuto Tsubouchi is currently an Outside Director of the Bank and has held the office of Outside
Director for two (2) years at the close of this Annual General Meeting of Shareholders.
(iii) Ms. Naomi Ushio is currently an Outside Member of the Audit & Supervisory Board of the Bank and has
held the office of Outside Member of the Audit & Supervisory Board for three (3) years at the close of thisAnnual General Meeting of Shareholders.
6. Limited liability agreements with Outside Directors
If this proposal is approved, the Holding Company will establish a provision concerning limited liability
agreements with the Outside Directors in its Articles of Incorporation, in order to ensure that the Holding
Company is able to secure suitable individuals as its Outside Directors. Pursuant to the provisions of Article 427,
Paragraph (1) of the Companies Act, the Holding Company will conclude agreements (hereinafter referred to as
the “limited liability agreements”) with Mr. Motoshige Itoh, Mr. Kazuto Tsubouchi, and Ms. Naomi Ushio tolimit their liability provided for in Article 423, Paragraph (1) of the Companies Act. The maximum amount ofdamages under each of the limited liability agreements will be the Minimum Liability Amount as defined in
Article 425, Paragraph (1) of the same Act.
7. Directors and Officers Liability Insurance Contract
If this proposal is approved, the Holding Company will enter into a directors and officers liability insurance(hereinafter referred to as “D&O Insurance”) contract as stipulated in Article 430-3, Paragraph (1) of theCompanies Act with an insurance company. The D&O Insurance will cover damage (excluding damage forwhich the insurer is excused of liability under the D&O Insurance contract) and the like in cases where theinsured persons incur liability for damages as a result of the execution of their duties. The insurance premiums of
the D&O Insurance will be fully borne by the Holding Company. If the candidates are elected and assume officeas Directors on the Audit & Supervisory Committee, all of them will be insured under the D&O Insurance.
8. If Mr. Koichi Kiyokawa, who is a candidate for Director of the Bank at this general meeting, is elected as
Director the Bank as per Proposal No. 3 and if this proposal is also approved, then Mr. Kiyokawa will resign as―59―

Director of the Bank as of the day before (scheduled for October 2, 2022) the effective date of the Share
Transfer.
9. If Mr. Motoshige Itoh and Mr. Kazuto Tsubouchi, who are candidates for Outside Directors of the Bank at thisgeneral meeting, are elected as Outside Directors of the Bank as per Proposal No. 3 and if this proposal is also
approved, then they will resign as Outside Directors of the Bank as of the day before (scheduled for October 2,2022) the effective date of the Share Transfer.
10. If this proposal is approved, Ms. Naomi Ushio, who currently serves as Outside Member of the Audit &Supervisory Board of the Bank, will resign as Outside Member of the Audit & Supervisory Board of the Bank asof the day before (scheduled for October 2, 2022) the effective date of the Share Transfer.

―60―

6. Matters concerning the entity which will be appointed as Accounting Auditor of the Holding Company
The entity which will be appointed as Accounting Auditor of the Holding Company is as follows.
Name
Principal office address

Deloitte Touche Tohmatsu LLC
Marunouchi Nijubashi Building
3-2-3 Marunouchi, Chiyoda-ku, Tokyo
May1968
May1975

History

Number of companies audited
Stated capital

Feb.1990
Jul.2009

Tohmatsu Awoki & Co. established
Joined Touche Ross International [TRI] (currently Deloitte Touche
Tohmatsu Limited [DTTL]) allianceRenamed as Tohmatsu & Co.
Renamed as Deloitte Touche Tohmatsu LLC with conversion to limited
liability company

3,232 companies (as of May 31, 2021)
1,113 million yen (as of February 28, 2022)
7,184 (as of February 28, 2022)
Partners (CPAs)

489

Non-CPA partners

59

Staff: CPAs
Number of employees

2,630

Successful CPA exam candidates, etc. (including
junior accountants)

1,180

Other specialists

2,738

Administration

88
Total

7,184

(Note) The reason for selecting Deloitte Touche Tohmatsu LLC as candidate for Accounting Auditor is that we believe it
qualified after comprehensively taking into account, among other things: the appropriateness of audits of the Bank
conducted by it; its size; its experience and other aspects of its capability to fulfill its duties; its independence; and its
internal control system.

―61―

The Business Report for the Bank’s 116th Fiscal Year (from April 1, 2021 to March 31, 2022)
1. Information on the Bank’s Current Condition(1) Progress and Results of Business
A. The Bank’s major lines of business
As the core company of a comprehensive regional financial group with 13 consolidated subsidiaries,
the Bank strives to provide a wide variety of financial products and highly convenient services throughdeposit and loan services, securities investment services, and domestic and foreign exchange services, aswell as over-the-counter sales of government and other public bonds, investment trust products, andinsurance products, among other things.
B. Financial and economic environment
Despite expectations for recovery from the COVID-19 catastrophe, the domestic economy showed aweakening in personal consumption during fiscal 2021, due partly to restrictions on economic activities
resulting from the declarations of a state of emergency. Production activities by businesses showed arecovery trend but were affected by the shortages in semiconductors and high raw material prices, andfurther by the Russian invasion of Ukraine, leaving the economy in a continuing unstable state.
In this economic situation, the Nikkei Stock Average has remained mostly between 25,000 yen and
30,000 yen. In terms of finance, the Bank of Japan continued monetary easing, resulting in continuously
low market interest rates. In the latter half of the fiscal year, the widening gap in interest rate between the
U.S. and Japan caused a progressive weakening of yen.
As for the economy of Shizuoka Prefecture, personal consumption showed a recovery trend mainly
during the latter half of the fiscal year. However, business confidence remains low, as seen in weak
production activities by businesses which are caused by, among other things, the impact of restrictions
on supply.
C. Progress and Results of Business■

Management strategy
Under its corporate philosophy of “Expand dreams and affluence with our community,” the Bank

intends to steadily fulfill its social responsibility and public mission required of a bank. To this end, the―62―whole Group works as one to provide comprehensive financial services that contribute to the development
not only of the local economy and industries but also of society and culture.
The 14th Medium-term Business Plan “COLORs” (“14th MBP”), which was launched in fiscal 2020,
sets forth the following two visions in order to achieve continuous growth in cooperation with all
stakeholders: the medium- to long-term aim (the 10-year Vision); and the aim to be achieved in the three
years covered by the MBP towards realization of the medium- to long-term aim (the 14th MBP Vision).
Under the 14th MBP, various strategies have been promoted through cooperation between the Group
companies.
During the current fiscal year, which is the second year of the 14th MBP, the Bank pushed forward its
efforts with an eye on the future, as well as promoting the basic strategies.
14th Medium-term Business Plan

10-year Vision“A corporate group committing itself to future of region and producing growth ofregion”
14th Medium-term Business Plan Vision“Change to a problem-solving corporate group assisting regional customers withhands-on support”
Basic Strategies

1. Group Sales Strategy: Find a way out from “banking-centered”
2. Innovation Strategy: Pursue new earnings opportunities
3. Business Portfolio Strategy: Optimize allocation of management resources
10-year Strategy

Region-producing Strategy―63―

Group Sales Strategy<Supporting problem-solving in COVID-19 catastrophe>
Amid the prolonged impact of COVID-19, the Group fulfilled its comprehensive financial functions
and provided stable financial services, as well as working to provide support in various ways.
During fiscal 2021, the Group continued to focus on cash flow support to customers impacted by
COVID-19. At the same time, the Group provided meticulous business support from four aspects -- “cashflow and business improvement,” “business reconstruction,” “supporting core businesses,” and “businesssuccession” -- with an eye on the post-COVID-19 era and based on customers’ needs and financial health.
Regarding business improvement, the Bank enhanced its relevant structure by increasing the numberof staff at the Business Support Department of the headquarters by approximately 20%. The Bank hasthen worked on partnership-style support to customers impacted by rapid changes in the businessenvironment, by helping them with strengthening their management bases and drastically revitalizing
their businesses.
With respect to business reconstruction involving expansion into a new field or change in businesscategory or business line, we have strengthened our various forms of support towards new businessdevelopment by customers, such as helping them to apply for subsidies.
As for supporting core businesses, the Bank created new opportunities for business matching. In
addition, amid the marked shortage of managerial talents and industry-ready human resources atcompanies in the region, the Bank has supported their smooth business operation and their efforts for
new businesses or structural reforms through recruiting services.
With respect to business succession, which is also a social issue in the region, the Bank focuses on
support with both expertness and agility through cooperation with Shizugin Management Consulting Co.,
Ltd. During the current fiscal year, 72 consulting agreement were entered into for business succession
projects and 43 for M&A projects across the entire Group.
<Business support services to deal with social challenges>
While the impact of COVID-19 continues, irreversible changes of the times, such as “digital” and“green,” are accelerating globally. The Bank developed business support services to deal with these social
challenges for the purpose of creating a sustainable regional community.
First, amid the rapid shift to a digital society, the Bank launched this fiscal year, in cooperation with
Shizugin IT Solution Co., Ltd., a digitalization support service intended to improve the profitability andproductivity of customers running businesses in the region. This service offers a wide variety of support
services to choose from, such as improving operational efficiency by introducing a business system, or■―64―

promoting a work-style reform by utilizing cloud services. The Bank has received 176 requests for
consultation during the current fiscal year.
In addition, in order to promote SDGs and decarbonization in the region, the Bank established andannounced in October 2021 its sustainable finance goals for the period up to fiscal 2030 (i.e., 2 trillion
yen in cumulative investments and loans, including 1 trillion yen in environment-related financing). The
amount of investments and loans is 113.3 billion yen for the current fiscal year, including 54.7 billion
yen in environment-related financing. During the current fiscal year, the Bank has carried out 30 positive
impact finance projects for small- and medium-sized enterprises, becoming the first in Japan to startoffering this type of financing service. Furthermore, the Bank became the first in Shizuoka Prefecture to
start offering sustainability link loans. Moreover, the Bank is working to improve and expand its lines of
products and services in order to take the lead in the creation of a sustainable regional community, throughsuch activities as identifying customer needs towards decarbonization by conducing interviews withapproximately 2,600 customers.
<Provision of services with an eye on the 100-year life era>
For individual customers, the Bank has strengthened its business structure for providing one-stop
support for asset formation, asset management, and asset inheritance according to their life stages, withan eye on the 100-year life era.
In order to serve customers’ medium- to long-term asset formation, the Bank focused on making
proposals for wrap products through both face-to-face and non-face-to-face discussions according toindividual needs, in cooperation with Shizugin TM Securities Co., Ltd. as well as with the Bank’s equitymethod affiliate Monex Group, Inc. At the end of the current fiscal year, assets under management(excluding yen deposits) across the entire Group stood at 1,586.9 billion yen, increasing by 114.8 billion
yen from the end of the previous fiscal year.
As for customers’ asset inheritance, the Bank has strengthened its sales activities involving proposals
for comprehensive asset management by starting to offer testamentary trusts in April 2021, in addition toexisting proposals for measures to reduce inheritance tax by utilizing life insurance. During the current
fiscal year, the Bank has set up 34 testamentary trusts for customers and handled 294 testamentary trusts
including those for customers who were referred to external affiliated trust companies.

―65―

<Optimization of sales channels based on various customer needs>
In order to meet various customer needs based on changes in lifestyle,
the Bank is working to improve the business structure for providing faceto-face services and to improve and expand non-face-to-face services.
The network of offices providing face-to-face services aims atchanging into a forum for providing secure and safe financial services
and providing various problem solutions based on regional
characteristics. As part of the efforts for this aim, the loan centers in Shizuoka Prefecture were changed
into “Shizugin life design stations,” which serve as hubs for life plan consulting services and provide
one-stop consulting services in response to consultation requests on asset formation, family financereview, etc. that are made with housing acquisition as a trigger.
Staffed with both loan officers and insurance officers, these stations areworking to provide high added-value services in cooperation with branch
offices and “HOKEN NO MADOGUCHI @ Shizugin.” Towards
improving and expanding non-face-to-face services, development isunderway to extend the coverage of money transfer, balance inquiry, andother banking services available by mobile app to include all branch
offices.
In addition, the functions of the call center, which has accepted consultation requests by phone only,
are being improved and expanded gradually in order to restructure it into a “contact center” for supporting
customers through chat, web forms, and various other means.
The Bank is going to further improve customer convenience and satisfaction by enhancing cooperation
with channels providing face-to-face services, while promoting the improvement of the infrastructure fornon-face-to-face services that allow customers to use banking services at anytime and anywhere.
<Number of offices>
During the current fiscal year, the Higashi-Shizuoka-Eki Branch was transferred to within the Toro
Branch, the Aioi Branch and the Kamiaraya Branch to within the Hamamatsu Chuo Branch, theTenmacho Branch to within the Gofukucho Branch, the Ryutsu Center Branch to within the Kutsunoya
Branch, the Inasa Branch to within the Hosoe Branch, the Mishima Ekihoku Branch to within theMishima Branch, the Yui Branch to within the Kambara Branch, and the Nagori Subbranch to within the―66―Hamamatsu Office, in each case using the branch-in-branch method.
Overseas, the Bank reviewed the roles of its overseas offices amid significant changes in theirsurrounding environments. Specifically, the Los Angeles Branch was transferred and changed into the
Silicon Valley Representative Office, a hub for collecting information on advanced technology andventure businesses. This made the Bank the first regional bank to establish an office there. In addition,
the Singapore Representative Office was changed into the Singapore Branch to serve as a center forbenefiting from the growth of Asia. Through these efforts, the Bank has strengthened its support systemfor overseas customers.
As a result, the Bank has 178 branches (including the head office), 25
subbranches, three overseas branches, two representative offices, and one
overseas subsidiary as of the end of the current fiscal year.
As of the end of the current fiscal year, the Bank’s ATM network consists of a
total of 34,684 ATMs, including those of Shizuoka Bank and charge-free ATMsof partner companies, with 2,604 of which being located within Shizuoka
Prefecture.
As for Shizugin TM Securities Co., Ltd., the Bank’s securities
subsidiary, it opened a new office within the head office of Yamanashi
Chuo Bank in April 2021, resulting in having a total of 18 offices,
including 15 offices in Shizuoka Prefecture, one office in Yamanashi
Prefecture, and two offices in Kanagawa Prefecture, as of the end of thecurrent fiscal year.
■

Innovation Strategy<Promotion of innovation in the region>
In order to realize sustainable growth of both the region and the Group, it is essential to not only protect

industries in the region but also make efforts to create new industries and businesses. As part of these
efforts, the Bank has started to work with venture businesses based on our network and financing skills
cultivated through cross-industrial cooperation and investments in venture funds and others.

―67―

In June 2021, the Bank set up a venture business project team, throughwhich the Bank has been making new attempts, such as investments inand loans to venture companies in the Tokyo Metropolitan and otherareas by utilizing stock acquisition rights, while promoting theaccumulation of knowledge about venture companies’ business support
needs and schemes for meeting their needs, among other things, partly incooperation with the Silicon Valley Representative Office.
Through these efforts, the Bank is going to help create new industries and employment opportunities
by circulating cutting-edge technologies, knowledge, and networks to Shizuoka Prefecture and promoting
innovation in the region. At the same time, the Bank intends to develop these new industries into one of
the main profitable businesses of the Group.
One of the Bank’s efforts to promote innovation in the region is the “TECH BEAT Shizuoka”
program, sponsored jointly with the Shizuoka prefectural government. This program has held a series ofbusiness matching events since 2019 for business operators in Shizuoka Prefecture and start-up
companies in the Tokyo Metropolitan and other areas. This fiscal year, “TECH BEAT Shizuoka 2021”
was held for all industries. In addition, “TECH BEAT Shizuoka for Blue andGreen Economy” was held online under the theme of introduction of “Smart
Agriculture, Forestry and Fisheries” utilizing AI/IoT. With a total of seven
events attracting approximately 31,000 participants and hosting approximately
1,200 individual business meetings, this program is steadily growing.
In addition, the Bank has constructed a platform that allows business operators in Shizuoka Prefectureand start-up companies and others to interact and have business talks with each other online at times when
events are not taking place. This has produced some collaborative projects that have led to actual businessactivities.
■

Business Portfolio Strategy<Human resource exchanges towards realization of a problem-solving corporate group>
Towards realization of a problem-solving corporate group, the 14th MBP has activated humanresource exchanges between the Bank and other Group companies, with a total of 163 employees having
been exchanged up to the current fiscal year. The 14th MBP plans to exchange around 200 employees
during its term as an effort intended to solve customers’ diversifying and advancing challenges through―68―the Group’s concerted efforts, by breaking away from the bank-centered business structure and making
all Group companies truly equal partners.
<Reform of corporate culture through a reform of the personnel system>
In October 2021, the Bank made a complete revision of its personnel system for the first time inapproximately two decades, under the awareness that in the current era with high uncertainty and noclear answers, it must transform its business model into a sustainable one by developing human resources
who are able to keep trying while thinking and acting independently and accepting various opinions andvalues of others. The Bank’s personnel evaluation system was changed from the former goal
management system to an OKR* (Objectives and Key Results) system, in order to make officers andemployees always aware of, and act from, “autonomy and challenges” and “learning from failures” andto align each officer’s and each employee’s daily behavior with the basic philosophy. In addition,
towards further instillation of diversity and inclusion, the Bank improved and expanded its programs forpromoting autonomous growth and challenges by officers and employees, such as encouraging
employees to have a second or side job, whether within or outside the company, and setting up an internal
venture program. Furthermore, the Bank established a Diversity Promotion Committee consisting ofmembers with different backgrounds, such as mid-career hires, foreign student hires, and external
employees working for the Bank as a second job. Moreover, the Bank worked on the improvement andexpansion of its programs intended to allow more flexible work styles or to carry out healthy
management, such as a telework program and a full flextime system.
*OKR: A personnel evaluation system which clarifies the purposes of working on tasks, aligns daily
behavior with basic philosophy, and promotes learning from challenges and failures, by setting theaspired goals or objectives and key results towards achieving the objectives.
■

Efforts with an eye on the future<Shizuoka Yamanashi Alliance>
The Shizuoka Yamanashi Alliance is a comprehensive business alliance
between the Bank and Yamanashi Chuo Bank executed in October 2020.
Based on the two banks’ independent management of their own business,
the alliance intends to create synergies between the banks by making
effective use of each other’s customer base and brand built in theirrespective regions, and aims at achieving at least a 10 billion-yen effect of―69―

the alliance in total of the two banks and in cumulative total of five years.
The banks have promoted collaboration in the life planning field, such as by opening the Yamanashi
Head-Office Branch of Shizugin TM Securities within the head office of Yamanashi Chuo Bank in April
2021, and by promoting personnel exchanges between the banks. In addition, 10 subcommittees promoted
collaborative measures, such as by jointly handling structured finance projects in the market finance field.
As a result of these efforts, an approximately 6.1 billion-yen effect of the alliance (in 5-year equivalent)
has already been achieved by the end of the current fiscal year. This and other results have shown steady
improvement in profitability and productivity of the banks.
<Efforts towards realization of a decarbonized society>
In April 2021, the Group’s efforts towards realization of a decarbonized society were reinforced byrevising the “Shizuoka Bank Group Environmental Policy” and establishing the “Investment and Loan
Policy for Specific Sectors.” Based on the recognition that the impact of climate change is a management
risk for the Group, the Group has clarified its policy to contribute to the creation of a sustainable regional
community through the Group’s core businesses. The Group has set a goal of achieving net-zerogreenhouse gas emissions (i.e., achieving carbon neutral Scopes 1 and 2) by fiscal 2030 and, regarding
investments in and loans for coal-fired power stations, a goal of refraining from new investments andloans and achieving a zero balance by fiscal 2040.
Rating
The Bank has been assigned the highest rating level among domestic financial institutions by threerating agencies in Japan and abroad, on the grounds of the sound assets and high equity adequacy ratio,
among other things.
■

Long-term rating（as of March 31, 2022）

Moody’sStandard & Poor’s

A1A-

Rating and Investment
Information, Inc.
AA-

D. Changes in Major Accounts■ Loans
In order to fulfill its responsibility as a comprehensive financial group that grows with the region, theBank has worked to provide a stable supply of funds to local customers. The balance of loans as of the―70―

end of the current fiscal year increased by 206.5 billion yen from the end of the previous fiscal year to9,533.7 billion yen, due to, among others, an increase in loans to individual customers.
■ Deposits, etc.
As for deposits as the main financing method, the Bank intends to further diversify channels based on
the expectation that deposits will flow out of the region in the future due to such causes as population
decline and the occurrence of inheritance.
The balance of deposits, etc. (including negotiable deposits) as of the end of the current fiscal year
increased by 357.7 billion yen from the end of the previous fiscal year to 11,582.6 billion yen, due to anincrease in deposits from individual customers.
The Bank has also provided a wide range of products, such as personal pension insurance andinvestment trust, in order to meet various needs from individual customers.
As a result, the balance of assets (including deposits, etc.) deposited from individual customers
increased by 312.1 billion yen from the end of the previous fiscal year to 8,553.9 billion yen.
■ Securities
In response to the deterioration of the appraised profit/loss situation in foreign bonds caused by theincrease in U.S. long-term interest rates, some of the securities were accounted for as realized loss. Still,
the balance of securities at the end of the current fiscal year increased by 329.5 billion yen from the endof the previous fiscal year to 2,316.9 billion yen, due partly to an increase in Japanese government bonds.
The Bank endeavors to invest in securities appropriately according to market trends, by ensuring thedevelopment of a sound, stable portfolio.
Loans (100 million yen)

Mar 31 2021

Mar 31 2022

Deposits, etc. (100 million yen)

Mar 31 2021

Mar 31 2022

―71―

Securities (100 million yen)

Mar 31 2021

Mar 31 2022

E. Profit and Loss Status
Ordinary income increased by 12,434 million yen from the previous fiscal year to 192,502 million yen,
due to, among other things, an increase in gain on sales of bonds and in interest and dividends on securities,
despite decreases in gain on sales of equity securities, etc. Ordinary expenses increased by 18,658 million
yen from the previous fiscal year to 147,219 million yen, due to an increase in loss on sales of bonds
despite decreases in interest on deposits and other funding costs and in provision for loan losses.
As a result, ordinary profit decreased by 6,223 million yen from the previous fiscal year to 45,282
million yen, with profit increasing by 635 million yen from the previous fiscal year to 36,120 million yen
due to an increase in gain on sales of shares of subsidiaries and affiliates, among other things.
The consolidated ordinary income of the Group increased by 10,813 million yen from the previous
fiscal year to 241,600 million yen, due to, among other things, increases in gain on sales of bonds and ininterest and dividends on securities, despite decreases in gain on sales of equity securities and ininvestment gain on equity method. Consolidated ordinary expenses increased by 19,943 million yen fromthe previous fiscal year to 187,381 million yen, due to an increase in loss on sales of bonds, among otherthings.
As a result, consolidated ordinary profit decreased by 9,130 million yen from the previous fiscal year
to 54,219 million yen, with net profit attributable to owners of the parent decreasing by 2,002 million yen
from the previous fiscal year to 41,635 million yen.
F. Challenges to Be Dealt with
The economic landscape for fiscal 2022 includes concerns over prolongation of the impact of COVID19 and geopolitical risks on economic activities in Japan and abroad. On the other hand, the shift to adigitalized society is expected to accelerate further for the purpose of preventing the spread of infectious
diseases. In addition, the global trends of the times that will not revert to the pre-COVID-19 state, suchas decarbonization and diversity, have potential for significantly changing the industrial structure of theregion. Under these circumstances, the Group is aware that it is important for the Group to convert its
responses to the ongoing changes to driving force to strengthen the sustainability of the region, while
improving and expanding its comprehensive financial functions with an eye on the future.
<Supporting the region and customers in problem solving>
In order to create a sustainable regional community, it is extremely important to restore local businesses’―72―profitability from their core businesses and to increase the sustainability of these businesses, as well as
providing the regional community with stable financial agency functions. With respect to new challenges,
such as business improvement, business revitalization, and business reconstruction, business succession
and M&A, human resources solutions, and digitalization and decarbonization, the Group intends toimprove and expand its structure for providing solutions to problems and its range of choices of support
services to choose from, by making maximum use of the knowledge and networks that have beendeveloped by the Group. In addition, the Group is going to promote a comprehensive consulting businessthat deals also with potential needs, through improving and expanding the Group’s lines of products andservices according to the life stages of individual customers, and through improving the system forproviding one-stop services that cover from asset formation to inheritance.
<Digitalization of the region and the Group’s DX promotion>
With an eye on the further acceleration of the shift to a digitalized society in the future, the Groupintends to help create new industries and businesses as well as supporting business customers indigitalization and DX promotion, by circulating cutting-edge technologies and networks to the region
through such means as enhancing the Group’s efforts on venture businesses, in addition to the existing
efforts such as cross-industrial cooperation. In addition, the Group intends to further accelerate its own
DX and to try a business model reform. The new core system (which started operation in January 2021)
that uses open technologies allows flexible linkage with external services utilizing advanced technologies.
The Group intends not only to provide secure and safe financial services but also to improve and expand
its range of advanced, high added-value products and services to meet various customer needs, throughcooperation with entities including businesses from outside the Group’s industry.
<Promoting decarbonization of the region and reinforcing the Group’s efforts>
How to deal with decarbonization is becoming a challenge for all business operators. In this situation,
the Group has set up the Industrial Transformation Support Project Team in April 2022, in order toenhance its structure for providing business customers with problem-solving support with an eye on thechanges in the industrial structure, for the purpose of contributing to the sustainable growth of industries
supporting the regional economy. In addition to promoting sustainable finance and supporting themeasurement, reduction, etc. of greenhouse gas emissions, the Group intends to move forward withconsideration on how to identify challenges and how to support businesses with an eye on the changes in
the industrial structure.
―73―

The Group is also going to appropriately measure the amount of impact of the transition to a low carbon
society on the Group’s finance, such as the transition risks and physical risks, and to improve information
disclosure in accordance with the TCFD recommendations. In addition, the Group intends to utilize theknowledge obtained in this process in analyzing impact on industries in the region, and to link this effort
to reduction in the Group’s greenhouse gas emissions based on Scope 3.
<Enhancing the Group’s management and expanding new business fields>
The Group is moving forward with consideration towards the transformation to a holding company
structure scheduled for October 2022. Using this as a momentum, the Group is going to further enhance
the Group management based on the independence of and cooperation between the Group companies, aswell as working actively and aggressively towards expansion into new business fields that will contributeto the growth of the region. Moreover, the Group intends to further promote “diversity and inclusion,”
which produces new values by developing and combining diverse knowledges, experiences, skills, etc.
of officers and employees through active investments in human resources, and to convert diversity andinclusion to the Group’s strength.
The Group also intends to actively work on the cooperation and collaboration not only with otherfinancial institutions, such as Yamanashi Chuo Bank and The Bank of Nagoya, with which the Bank
entered into a comprehensive business alliance in April 2022, but also with businesses from outside theGroup’s industry. By increasing choices towards the realization of the Group’s growth strategies while
making effective use of each other’s management resources through this cooperation and collaboration,
the Group and its partners are going to enhance their respective management bases to produce win-win
relationships.
Lastly, the Group intends to further develop the Group management as before, and to achievesustainable growth with its stakeholders based on the core business of solving problems of the region andcustomers, and to build a reliable future for the regional community that is adapted to the changes of thetimes.
Thank you very much for your continued special support to the Bank.

―74―

(2) Status of Assets and Profit and Loss

(Millions of Yen)FY20189,877,734
3,422,054
6,455,679
35,44433,297
8,556,855
3,251,956

FY201910,055,167
3,255,689
6,799,478
33,91432,6498,969,542
3,378,334

FY2020
11,151,993
3,214,642
7,937,350
33,78333,213
9,327,236
3,493,929

FY2021
11,416,559
3,074,065
8,342,493
37,11836,717
9,533,758
3,630,601

3,453,202

3,476,624

3,679,336

3,766,916

1,851,696

2,114,583

2,153,970

2,136,240

36,30911,97917,812

14,256

6,031

4,115

3,019

3,331

1,414,025
50,094
89,6601,274,271
11,819,507
56,094,797

1,660,896
64,218120,352
1,476,326
12,505,670
57,648,456

1,987,386
191,398
137,622
1,658,365
14,046,337
55,206,030

2,316,984
600,379
196,601
1,520,004
14,827,985
60,209,002(In millions of dollars)(In millions of dollars)(In millions of dollars)(In millions of dollars)

Ordinary profit
Profit19,14056,487
42,63918,401
46,46233,442

14,51851,50635,485

17,18045,28236,120

Profit per share

yen

sen

yen

sen

yen

sen

yen

sen

72

14
931
3

58

05
916
2

61

82
889
2

63

57
894
2

Deposits
Time deposits
Other
Bonds payable
Bonds with share acquisition rights
Loans and bills discounted
For individuals
For small and medium
enterprises
Other
Trading account assets(trading assets)
Trading account liabilities(trading liabilities)
Securities
Government bonds
Local government bonds
Other
Total assets
Domestic exchange transactions
Foreign exchange transactions

Trust assets
Trust fees

Note: All amounts have been rounded off to the nearest unit displayed.

(Reference) Status of Assets and Profit and Loss of the Company Group

Ordinary income
Ordinary profit
Profit attributable to owners ofparentNet assets
Total assets

FY2018
235,736
63,379FY2019229,295
54,582

FY2020230,787
63,349(Millions of Yen)FY2021
241,600
54,21946,87438,703

43,63841,635

1,016,815
11,854,771

992,794
12,542,772

1,105,378
14,075,848

1,088,247
14,918,227

Note: All amounts have been rounded off to the nearest unit displayed.

―75―

(3) Status of Employees
End of current fiscal year
Number of employees
Average age

2,810 persons
39 years 0 months

Average length of service
Average monthly salary

16 years 5 months
444 thousand yen

Notes:

1. The average age, average length of service, and average monthly salary are rounded down to the nearest unit(s) shown.
2. The number of employees does not include non-regular or temporary employees.
3. The average monthly salary is the average monthly amount of salary received in March, excluding any bonus.

(4) Status of Offices, etc.
A. Number of Offices
End of current fiscal year
officesNumber of subbranches included

Shizuoka Prefecture
Tokyo
Kanagawa Prefecture
Aichi Prefecture
Osaka Prefecture

171
4
23
4
1

(
(
(
(
(

19)
1)
4)
1)
0)

Total in Japan
Americas
Asia

203
1
2

(
(
(

25)
0)
0)

Total overseas
Total

3
206

(
(

0)
25)

Note: In addition to the above, the status of the establishment of overseas representative offices and ATMs outside of branches is as follows.

End of current fiscal year
2 offices

Overseas representative offices
ATMs outside of branches

50,157 machines

B. Offices Newly Established during the Current Fiscal Year
Name of office
Singapore Branch(November 1, 2021)

Location
10 Collyer Quay, # 09-08/10, Ocean Financial
Centre, Singapore

Note: In addition to the above, 1,210 and 609 ATMs outside branches were established and removed, respectively, jointly with Seven Bank, Ltd.,
143 and 256 ATMs outside branches were established and removed, respectively, jointly with E-net Co., Ltd., 349 and 296 ATMs outside
branches were established and removed, respectively, jointly with Lawson Bank, Inc. and 15 and 11 ATMs outside branches of the Bank were
established and removed, respectively, during the current fiscal year.

―76―

(5) Status of Capital Investment
A. Total Capital Investment(Millions of Yen)
Total capital investment

13,336

B. New Installation of Important Equipment(Millions of Yen)
Description

AmountOA system and Internet management system

2,196

Batch system and information system

1,297

Sales support system

849

Lease assets

650

―77―

(6) Status of Important Subsidiaries, etc.
Ratio ofvotingrights heldby the Bank

Company nameLocation

Major lines of business

CapitalSHIZUGIN
MANAGEMENTCONSULTING CO., LTD.
SHIZUGIN LEASE CO.,LTD.

2-1, Kusanagikita, Shimizuku, Shizuoka-shi, Shizuoka

Corporate and financial
management advisory services
Bill collection services

million yen%

440

100.00

Leasing250

100.00Computer system development
and operation

54

100.00SHIZUGIN IT SOLUTION
CO., LTD.

1-1-2, Gofukucho, Aoi-ku,
Shizuoka-shi, Shizuoka
1-10, Kusanagikita,
Shimizu-ku, Shizuoka-shi,
Shizuoka

SHIZUGIN CREDIT
GUARANTY CO., LTD.

2-1, Kusanagikita, Shimizuku, Shizuoka-shi, Shizuoka

Guarantee of housing loans, etc.

50

100.00SHIZUGIN DC CARD CO.,LTD.

1-13-10, Kusanagi, Shimizuku, Shizuoka-shi, Shizuoka

Credit card and guarantee ofconsumer loans

50

100.00SHIZUOKA CAPITAL
CO., LTD.

2-1, Kusanagikita, Shimizuku, Shizuoka-shi, Shizuoka

Public-offering assistance
Supportfor
corporate
rehabilitation

100

10.00

SHIZUGIN TM
SECURITIES CO., LTD.

1-13, Otemachi, Aoi-ku,
Shizuoka-shi, Shizuoka

Securities

3,000

100.00SHIZUGIN GENERALSERVICE CO., LTD.

2-1, Kusanagikita, Shimizuku, Shizuoka-shi, Shizuoka

Fee-based job placement service
General administration30

100.00SHIZUGIN MORTGAGESERVICE CO., LTD.

2-1, Kusanagikita, Shimizuku, Shizuoka-shi, Shizuoka

50

100.00SHIZUGIN BUSINESSCREATE CO., LTD.

2-1, Kusanagikita, Shimizuku, Shizuoka-shi, Shizuoka

Appraisal of real estate for loan
collateral
Operation center for loans
Operation center for remittanceand bill collection
Part-time employee
management40

100.00SHIZUGIN HEARTFUL
CO., LTD.

2-1, Kusanagikita, Shimizuku, Shizuoka-shi, Shizuoka

Making, printing, and binding ofvarious documents

10100.00Rue Jules Cockx8-10,Bte-9,1160 Auderghem,Belgium

Finance and securities-related
matters

SHIZUOKA BANK(EUROPE) S.A.

million yen

3,388
24,790100.00K euroSHIZUOKA LIQUIDITY
RESERVE
LIMITEDPO Box 309,Ugland
House,Grand Cayman,
KY1-1104,Cayman
Islands

Million yen

Purchase of monetary
receivables

650

100.00K USD

Notes: 1. The capital and the ratio of voting rights held by the Bank are rounded down to the nearest unit shown.
2. The yen-converted amount of capital is calculated at the exchange rate on the date of settlement.
3. The above 13 companies are consolidated subsidiaries, subsidiary corporations, etc.
4. The consolidated ordinary income is 241.6 billion yen and the profit attributable to owners of parent is 41.6 billion yen for the current
fiscal year.

―78―

(Reference) Equity-Method Affiliates
Company nameLocation

Major lines of businessShizugin Saison Card
Co., Ltd.

11-1, Minamicho, Surugaku, Shizuoka-shi, Shizuoka

Monex Group, Inc.

1-12-32, Akasaka, Minatoku, Tokyo

Commons Assetmanagement, Inc.

2-4-5, Hirakawacho,
Chiyoda-ku, Tokyo

Credit card and prepaid card
Guarantee of consumer loans
Holding of company shares,
including financial instruments
business
Investment management business
Investment trust sales business

CapitalRatio of voting
rights held by
the Bank

million yen

%

50

50.00

13,143

20.20

100

22.41

Overview of Important Business Alliances(i) Through the alliance of the 62 regional banks, the Bank provides automated cash withdrawal and otherservices (All Japan Card Service; ACS) by mutual use of ATMs.
(ii) Through the alliance of the 62 regional banks as well as city banks, trust banks, members of the Second
Association of Regional Banks, Shinkin banks, credit unions, agricultural cooperative organizations andcredit fisheries cooperative associations (including The Norinchukin Bank and Shinren), and labor banks,
the Bank provides automated cash withdrawal and other services (Multi Integrated Cash Service; MICS)
by mutual use of ATMs.
(iii) Chigin Network Service Co., Ltd. (CNS; a company jointly funded by the 62 regional banks) provides
such services as sending and receiving various data, such as statements of general transfer, accounttransfer, and deposit and withdrawal transactions to and from customer companies by means of datatransfer.
(iv) In alliance with JAPAN POST BANK Co., Ltd., the Bank provides cash withdrawal and deposit
services by mutual use of ATMs.
(v) In alliance with Seven Bank, Ltd., the Bank provides cash withdrawal and deposit services throughjointly installed ATMs.
(vi) In alliance with AEON Bank, Ltd., the Bank provides cash withdrawal service by mutual use of ATMs.
(vii) In alliance with E-net Co., Ltd., the Bank provides cash withdrawal and deposit services through jointly
installed ATMs.
(viii) In alliance with Lawson Bank, Inc., the Bank provides cash withdrawal and deposit services throughjointly installed ATMs.
(ix) The Bank has executed a Comprehensive Business Alliance Agreement (Shizuoka Yamanashi Alliance)with The Yamanashi Chuo Bank, Ltd.
(7) Status of Business Transfer
Not applicable.
(8) Other Important Matters Concerning the Bank’s Current Status
Nothing particular.
―79―2. Matters Concerning Company Officers (Directors and Audit & Supervisory Board Members)(1) Status of Company Officers
Name

Position and responsibilities

Katsunori Nakanishi

Chairman (Representative Director)
Chief Executive Officer (CEO)Chairperson of Nomination & Remuneration
Committee
Chairperson and Member of Advisory Board

Hisashi Shibata

President (Representative Director)
Chief Operating Officer (COO)
Member of Nomination & Remuneration Committee
Member of the Advisory Board

Minoru Yagi

Deputy President (Representative Director)
Chief Financial Officer (CFO)
Delegate General Manager of Corporate Centerin charge of Corporate Planning Dept., Corporate
Administration Dept., and Secretariat OfficeMember of Nomination & Remuneration Committee
Member of Advisory Board

Yutaka Fukushima

Director & Senior Executive Officer
Delegate General Manager of Banking Division andGeneral Manager of Business Promotion Dept.
in charge of Area Business Units, Solution
Business Dept., International Business Dept., andDirect Business Promotion Dept.

Koichi Kiyokawa

Director & Senior Executive Officer
General Manager of Audit Dept. and Chairperson ofCommittee of Administrative Supervision

Yoshihiro Nagasawa

Director
Member ofSupervision

Committee

ofAdministrative(As of the end of the current fiscal year)
Significant concurrent positions

President and Representative Director of
Shizugin Management Consulting Co., Ltd.

Kumi Fujisawa

Outside Director
Member of Nomination & Remuneration Committee
Member of Committee of Administrative
Supervision
Member of the Advisory Board

President, SophiaBank Limited

Motoshige Itoh

Outside Director
Member of Nomination & Remuneration Committee
Member of Committee of Administrative
Supervision

Professor, Faculty of International Social
Sciences, Gakushuin University―80―Kazuto Tsubouchi

Outside Director
Member of Nomination & Remuneration Committee
Member of Committee of Administrative
Supervision
Member of Advisory Board

Kazutoshi Inano

Outside Director
Member of Nomination & Remuneration Committee
Member of Committee of Administrative
Supervision
Member of Advisory Board

Hiroki Saito

Audit & Supervisory Board Member

Mitsuru Kobayashi

Audit & Supervisory Board Member

Yoshihiro Yamashita Outside Audit & Supervisory Board Member
Outside Audit & Supervisory Board Member
Naomi Ushio
Member of Advisory Board
Isamu Nakamura

Chairman of Japan Securities ScholarshipFoundation
Chairman of Japan Foundation For Regional
Vitalization

President, Yoshihiro Yamashita Law Office
Professor, Department of Information andCommunication, Meiji University

Outside Audit & Supervisory Board Member

Note: The Bank has submitted a notification to Tokyo Stock Exchange, Inc. of its intention to designate the following persons as independent
officers: Directors Ms. Kumi Fujisawa, Mr. Motoshige Itoh, Mr. Kazuto Tsubouchi, and Mr. Kazutoshi Inano, and Audit & Supervisory
Board Members Mr. Yoshihiro Yamashita, Ms. Naomi Ushio, and Mr. Isamu Nakamura.

―81―

(2) Compensation, etc. for Company Officers
A. Matters Concerning the Policy for Determining the Details of Compensation, etc. for Individual
Directors
The Bank has established the following policies for determining the details of compensation, etc. forindividual directors (hereinafter referred to as the “Determination Policies”).
■

Basic policies(i) The compensation system shall be designed to include appropriate incentives and encourage
morale and desire for enhanced performance, the motivation to increase corporate value, andshareholder-oriented management, to achieve sustainable and stable growth for the Shizuoka
Bank Group.
(ii) The compensation system shall function to control risk-taking within appropriate bounds, as wellas maintain and enhance sound management practices, in view of the Shizuoka Bank Group’s
responsibility to engage in appropriate management and administration as a highly public
institution.
(iii) The fairness and objectiveness in the process for determining compensation, etc. shall be ensured,under appropriate supervision from the Board of Directors, including the involvement of theNomination & Remuneration Committee, while respecting the resolutions of the General Meetingof Shareholders.

■

Procedure for deciding on the Determination Policies
The Bank’s Determination Policies have been decided on by a resolution of the Board of Directors
after receipt of a report from the Nomination & Remuneration Committee (i.e., an optional bodyauthorized by the Board of Directors to secure the effectiveness and transparency of the supervision of
the nomination and remuneration of officers).

■

Overview of compensation(i) Composition of compensation(A) In addition to fixed monetary compensation, directors’ compensation comprises performancelinked compensation, directors’ retirement benefits based on a points system linked to shareprice, and restricted share-based compensation.
(B) Compensation for outside directors, part-time directors, and Audit & Supervisory Board
members is fixed monetary compensation only, based on their respective roles.
―82―

(ii) Proportions of components of compensation
Base compensation (cash)

Performance-linked compensation, etc. (cash)

Fixed monetarycompensation

Performance-linked
compensation

Directors’ retirement benefits
based on a points systemlinked to share price

60%

20%

10%

Non-monetarycompensation (stock)
Restricted share-based
compensation
10%

・The proportions of directors’ retirement benefits based on a points system linked to share price andrestricted share-based compensation have been calculated based on the Bank’s past stock price level, etc.

・The proportions of components of compensation vary depending on the amount of performance-linked
compensation paid (see “B. Total Amount, etc. of Compensation, etc. for Directors and Audit &Supervisory Board Members” below) and the Bank’s stock price.

(iii) Decision process(A) The allocation of these components of compensation has been entrusted to the Board of
Directors by the General Meeting of Shareholders at the time of introduction of each of thesecomponents of compensation. Of these components of compensation, fixed monetarycompensation and performance-linked compensation are allocated by the Nomination &Remuneration Committee, which is entrusted to do so by resolution of the Board of Directors.
(B) At the 101st Annual General Meeting of Shareholders held on June 26, 2007, the allocation ofcompensation for Audit & Supervisory Board members (i.e., fixed monetary compensationonly) was entrusted to the consultation between all Audit & Supervisory Board members.
(iv) Policies concerning grounds for return of compensation, etc. and concerning decision-making
thereon(A) For directors’ retirement benefits based on a points system linked to share price, certain
grounds for not paying benefits have been established.
(B) For restricted share-based compensation, the Bank and each eligible officer execute anagreement on the allotment of restricted shares upon each payment of this compensation, which
specifies grounds for the Bank’s acquisition without consideration of the restricted shares
granted to the officer.
Reasons for which the Board of Directors determined that the details of compensation, etc. forindividual directors are in accordance with the Determination Policies
Before determining the details of compensation, etc. for individual directors for the current fiscal year,
a multifaceted consideration of the original proposal, including its consistency with the Determination
Policies, was undertaken at the Nomination & Remuneration Committee meeting held in June 2021. Withdue respect for the report from the committee, the Board of Directors has determined that the details arein accordance with the Determination Policies.
■―83―Information on resolutions of the General Meeting of Shareholders concerning compensation, etc. for
directors and Audit & Supervisory Board members■

Date of resolution of theGeneral Meeting of
Shareholders

Details of the resolution○Introduction of fixed monetarycompensation- Directors: no more than ¥300 million
per year
The 101st Annual General - Audit & Supervisory Board member:
No more than ¥90 million per year
Meeting of Shareholders(held on June 26, 2007)○Introduction of performance-linked
compensation- Index: profit- Range of compensation: ¥0 - 100
million○Introduction of directors’ retirement
benefits based on a points system
The 109th Annual General
linked to share price
Meeting of Shareholders- Total number of available points per(held on June 19, 2015)
year: up to 50,000 points (each point
is worth one share)○Revision of performance-linked
compensation- Index: profit attributable to owners ofparentThe 114th Annual General - Range of compensation: ¥0 - 140
millionMeeting of Shareholders(held on June 19, 2020)○Introduction of restricted share-based
compensation- Annual upper limit: no more than ¥50
million and no more than 50,000
sharesNumber of
officers covered
10 directors;
5 Audit &Supervisory
Board members

8 directors

7 directors

Equivalent current
compensation program

Fixed monetarycompensation

Performance-linked
compensation

Directors’ retirement
benefits based on a points
system linked to share
price

Performance-linked
compensation
5 directors
Restricted share-based
compensation

Note: “Number of officers covered” is as of the close of the relevant General Meeting of Shareholders.

―84―Matters concerning the entrustment of determination of consideration, etc. for individual directors
In order to make the process of determining consideration for officers a fair and convincing one thatmakes their respective amounts of consideration commensurate with their respective performances anddegrees of contribution to the increase in the Bank’s corporate value, the Nomination & Remuneration
Committee is entrusted by resolution of the Board of Directors to allocate fixed monetary compensationand performance-linked compensation, and determined the allocation for the current fiscal year at thecommittee meeting held in June 2021.
The representative directors and the outside directors listed below serve on the Nomination &Remuneration Committee, with the participation of the outside Audit & Supervisory Board members as
observers without voting rights.
■<Committee members> Katsunori Nakanishi, Chairman & Representative Director; Hisashi Shibata, President& Representative
Director; and Minoru Yagi, Deputy President and Representative Director; Kumi Fujisawa, Outside
Director; Motoshige Itoh, Outside Director; Kazuto Tsubouchi, Outside Director; and Kazutoshi Inano,Outside Director<Observers>
Yoshihiro Yamashita, Outside Audit & Supervisory Board Member; Naomi Ushio, Outside Audit &Supervisory Board Member; and Isamu Nakamura, Outside Audit & Supervisory Board Member

The fairness and objectivity of the Nomination & Remuneration Committee are secured by thecomposition of the committee in which outside directors account for a majority of the committee members
and outside Audit & Supervisory Board members participate as observers.
B. Total Amount, etc. of Compensation, etc. for Directors and Audit & Supervisory Board Members(In Millions of Yen)
Position

Total of compensation, etc. by component
Number of persons
Compensation, etc.
Performance-linked
Non-monetary
paid
Base compensationcompensation, etc. compensation, etc.

Director

11

410

253

117

38

Audit & Supervisory
Board member

5

81

81

―

―

Notes:

1. The number of persons paid specified above includes: one director who resigned at the close of the 115th Annual General Meeting of
Shareholders held on June 18, 2021.
2. “Performance-linked compensation, etc.” above consist of: performance-linked compensation at the ¥60 million level for based on profit
attributable to owners of parent; and ¥57 million provided as allowance for directors’ retirement benefits based on a points system linked
to share price, in each case for the current fiscal year.
3. “Non-monetary compensation, etc.” above represent the amount recorded as expense for the current fiscal year based on restricted sharebased compensation.

―85―

■

Matters concerning performance-linked compensation, etc.
[Performance-linked compensation]
The Bank pays to directors (excluding outside directors and part-time directors) performancelinked compensation in cash, which is indexed to profit attributable to owners of parent as a final
result for each fiscal year. This performance index was selected with the aim of encouraging moraleand desire for enhanced consolidated performance among directors and reflecting the Bank Group’s
performance to their compensation. The amount paid to each director is calculated based on the rateof payment prescribed according to his/her position and on the degree of his/her contribution to theGroup’s performance, and is determined by the Nomination & Remuneration Committee.
(Levels of performance-linked compensation)
Range of (consolidated) profit attributable to owners of parent

Level of compensation

No more than ¥20 billion

0Over ¥20 billion

andno more than ¥35 billion¥20 million

Over ¥35 billion

andno more than ¥40 billion¥40 million

Over ¥40 billion

andno more than ¥45 billion¥60 million

Over ¥45 billion

andno more than ¥50 billion¥80 million

Over ¥50 billion

andno more than ¥55 billion¥100 million

Over ¥55 billion

andno more than ¥60 billion¥120 million

Over ¥60 billion¥140 million
Note: The target amount of profit attributable to owners of parent for the current fiscal year was set at 45.5 billion
yen, with the actual result of 41.6 billion yen.

[Directors’ retirement benefits based on a points system linked to share price]
Directors (excluding outside directors and part-time directors) are allotted a specific number ofpoints each year. On retiring, directors receive an amount in cash equivalent to their accumulated
points multiplied by the average share closing price of the Bank during the six-month period
immediately prior to retirement. This is intended to: further strengthen the incentive for directors toincrease corporate value during their terms of office, by paying cash compensation linked to shareprice at their retirement; and further deepen shareholder-focused management. The upper limit of
the total number of points available per year is 50,000 points, with each point being worth one share.
■

Details of non-monetary compensation, etc.
[Restricted share-based compensation]
Directors (excluding outside directors and part-time directors) are granted shares of common
stock subject to certain restrictions on transfer for a certain period following resignation orretirement from the office of a director or an executive officer not serving concurrently as a director,
without serving as either thereafter. This is intended to increase directors’ incentives to increase―86―corporate value and to conduct shareholder-focused management. The upper limit of this componentof compensation is 50 million yen and 50,000 shares per annum.
The status of share-based compensation granted is as described in “(4) Shares Held by Officers”
under “4. Matters Concerning the Bank’s Shares.”(3) Agreements Limiting Liability
Name

Outline of the content of agreements limiting liability

Kumi Fujisawa
Motoshige Itoh
Kazuto Tsubouchi
Kazutoshi Inano
Yoshihiro Yamashita

Regarding the outside directors’ liability for damages under Article 423, Paragraph (1) of theCompanies Act, the Bank has executed agreements with these directors that limit their liability fordamages to the Minimum Liability Amount as defined in Article 425, Paragraph (1) of theCompanies Act if they have acted in good faith and without gross negligence in performing theirduties.

Naomi Ushio
Isamu Nakamura(4) Indemnification Agreements
A. Indemnification Agreements with Incumbent Company Officers
There is no information required to be disclosed.
B. Information on the Performance, etc. of Indemnification Agreements
There is no information required to be disclosed.
(5) Information on Directors and Officers Liability Insurance Contract
The Bank has executed a directors and officers liability insurance contract as set forth in Article 4303, Paragraph (1) of the Companies with an insurance company. The scope of the insured persons under
the insurance contract includes the Bank’s directors, Audit & Supervisory Board members, executive
officers, and other major executives. All insurance premiums are paid by the Bank.
The insurance contract covers monetary damages, legal costs, and other damage that may be incurredby the insured persons as a result of being held liable for damages arising from execution of their duties.
However, the Bank has taken action to prevent the appropriateness of execution of the insured persons’duties from being compromised, by excluding the following damages, among others, from the insurance
coverage: any damage caused by an insured person’s criminal act or other act done knowing that the act
violates relevant laws and regulations; and any damage caused by an insured person’s illegal acquisitionof personal interests or benefits.
―87―

3. Matters Concerning Outside Officers(1) Outside Officers’ Concurrent Positions and Other Conditions
Significant concurrent positions held by the outside officers are as described in “(1) Status of Company
Officers” under “2. Matters Concerning Company Officers (Directors and Audit & Supervisory Board
Members)” above.
No other relationships required to be disclosed exist between other corporations, etc. at which theBank’s outside officers serve concurrently as officers, etc. and the Bank.
(2) Status of Major Activities of Outside Directors
Position

Director

Name

Kumi Fujisawa

Period in
officeAttendance to Board of
Directors meetings, etc.

Status of verbal and other activities at Board of
Directors meetings, etc.

Based on her wealth of experience andknowledge mainly as a corporate manager in thefield of finance and economics, our expectations
were that Ms. Fujisawa would provide
supervision of and advice on management, inline with which she has vigorously stated herviews and opinions and provided advice andsuggestions at meetings of the Board of
Directors, as well as fulfilling her role as the
Bank’s Outside Director, including in decisionmaking on important management matters andsupervision of business execution.
In addition, Ms. Fujisawa has served on the
Ms. Fujisawa attended 12 Committee of Administrative Supervision and8 years and 9 of the 12 Board of Directors the Nomination & Remuneration Committee,
monthsmeetings held during the which are optional bodies for reinforcing thesupervisory function of the Board of Directors.
current fiscal year.
As a member of these committees, Ms. Fujisawa
has provided advice and suggestions on mattersrelated to monitoring of the status of businessexecution, officers’ personnel affairs andremuneration, etc.
The Bank has designated Ms. Fujisawa as anindependent officer, as she is judged not to haveany potential conflicts of interest with generalshareholders according to the criteria for the
independence of independent officers as
stipulated by Tokyo Stock Exchange Inc. and thecriteria for designating independent directors as
stipulated by the Bank.

―88―

Period in
officeAttendance to Board of
Directors meetings, etc.

Position

Name

Director

Motoshige ItohDirector

Mr. Tsubouchi attended
12 of the 12 Board of
1 year and 9
Kazuto Tsubouchi
Directors meetings held
monthsduring the current fiscal
year.

Mr. Itoh attended 10 of
3 years and the 12 Board of Directors
9 months meetings held during thecurrent fiscal year.

―89―

Status of verbal and other activities at Board of
Directors meetings, etc.
Based on his wealth of experience and knowledge
mainly as a university professor in the field of
economics, etc., our expectations were that Mr.
Itoh would provide supervision of and advice onmanagement, in line with which he has vigorously
stated his views and opinions and provided advice
and suggestions at meetings of the Board of
Directors, as well as fulfilling his role as the Bank’s
Outside Director, including in decision-making onimportant management matters and supervision ofbusiness execution.
In addition, Mr. Itoh has served on the Committeeof Administrative Supervision and the Nomination& Remuneration Committee, which are optional
bodies for reinforcing the supervisory function of
the Board of Directors. As a member of thesecommittees, Mr. Itoh has provided advice andsuggestions on matters related to monitoring of thestatus of business execution, officers’ personnel
affairs and remuneration, etc.
The Bank has designated Mr. Itoh as anindependent officer, as he is judged not to have any
potential conflicts of interest with generalshareholders according to the criteria for the
independence of independent officers as stipulatedby Tokyo Stock Exchange Inc. and the criteria fordesignating independent directors as stipulated by
the Bank.
Based on his wealth of experience and knowledge
mainly as a corporate manager, our expectations
were that Mr. Tsubouchi would provide
supervision of and advice on management, in linewith which he has vigorously stated his views andopinions and provided advice and suggestions at
meetings of the Board of Directors, as well as
fulfilling his role as the Bank’s Outside Director,
including in decision-making on importantmanagement matters and supervision of businessexecution.
In addition, Mr. Tsubouchi has served on theCommittee of Administrative Supervision and theNomination & Remuneration Committee, which
are optional bodies for reinforcing the supervisory
function of the Board of Directors. As a member ofthese committees, Mr. Tsubouchi has provided
advice and suggestions on matters related tomonitoring of the status of business execution,
officers’ personnel affairs and remuneration, etc.
The Bank has designated Mr. Tsubouchi as anindependent officer, as he is judged not to have any
potential conflicts of interest with generalshareholders according to the criteria for the
independence of independent officers as stipulatedby Tokyo Stock Exchange Inc. and the criteria fordesignating independent directors as stipulated by
the Bank.

―90―

Position

Director

Name

Kazutoshi Inano

Period in
officeAttendance to Board of
Directors meetings, etc.

9 months

Mr. Inano attended 9 of
the 9 Board of Directors
meetings held after hisassumption of office.

Mr. Yamashita attendedAudit &
12 of the 12 Board ofSupervis
Directors meetings and6 years andory
Yoshihiro Yamashita
13 of the 13 Audit &9 months
Board
Supervisory
Board
Membermeetings held during thecurrent fiscal year.

―91―

Status of verbal and other activities at Board of
Directors meetings, etc.
Based on his wealth of experience and knowledge
mainly as a manager of a financial group, our
expectations were that Mr. Inano would provide
supervision of and advice on management, in linewith which he has vigorously stated his views andopinions and provided advice and suggestions at
meetings of the Board of Directors, as well as
fulfilling his role as the Bank’s Outside Director,
including in decision-making on importantmanagement matters and supervision of businessexecution.
In addition, Mr. Inano has served on theCommittee of Administrative Supervision and theNomination & Remuneration Committee, which
are optional bodies for reinforcing the supervisory
function of the Board of Directors. As a member ofthese committees, Mr. Inano has provided advice
and suggestions on matters related to monitoring of
the status of business execution, officers’
personnel affairs and remuneration, etc.
The Bank has designated Mr. Inano as anindependent officer, as he is judged not to have any
potential conflicts of interest with generalshareholders according to the criteria for the
independence of independent officers as stipulatedby Tokyo Stock Exchange Inc. and the criteria fordesignating independent directors as stipulated by
the Bank.

Mr. Yamashita has vigorously stated his views andopinions on proposals and provided advice andsuggestions mainly from professional perspectives
as an attorney at meetings of the Board of Directors
and those of the Audit & Supervisory Board.
The Bank has designated Mr. Yamashita as anindependent officer, as he is judged not to have any
potential conflicts of interest with generalshareholders according to the criteria for the
independence of independent officers as stipulatedby Tokyo Stock Exchange Inc. and the criteria fordesignating independent directors as stipulated by
the Bank.

Position

Audit &
Supervisory
Board
MemberAudit &
Supervisory
Board
MemberName

Naomi Ushio

Isamu Nakamura

Period in
officeAttendance to Board of
Directors meetings, etc.

Ms. Ushio attended 11 of
the 12 Board of Directors
meetings and 12 of the 13
2 years andAudit & Supervisory
9 months
Board meetings held
during the current fiscal
year.

Mr. Nakamura attended
12 of the 12 Board of
Directors meetings and1 year and
13 of the 13 Audit &9 months
Supervisory
Board
meetings held during thecurrent fiscal year.

Status of verbal and other activities at Board of
Directors meetings, etc.
Based on her wealth of experience and knowledge
mainly as a university professor, Ms. Ushio hasvigorously stated her views and opinions on
proposals and provided advice and suggestions at
meetings of the Board of Directors and those of the
Audit & Supervisory Board.
The Bank has designated Ms. Ushio as anindependent officer, as she is judged not to haveany potential conflicts of interest with generalshareholders according to the criteria for the
independence of independent officers as stipulatedby Tokyo Stock Exchange Inc. and the criteria fordesignating independent directors as stipulated by
the Bank.
Based on his wealth of experience and knowledge
mainly as a corporate manager, Mr. Nakamura hasvigorously stated his views and opinions on
proposals and provided advice and suggestions at
meetings of the Board of Directors and those of the
Audit & Supervisory Board.
The Bank has designated Mr. Nakamura as anindependent officer, as he is judged not to have any
potential conflicts of interest with generalshareholders according to the criteria for the
independence of independent officers as stipulatedby Tokyo Stock Exchange Inc. and the criteria fordesignating independent directors as stipulated by
the Bank.

<Reference> Criteria for designating independent officers
The Bank has qualitatively and quantitatively clarified the criteria for designating independent officers by establishing the “Regulations for
Designation of Independent Officers” at the Board of Directors based on the criteria for the independence of independent officers as stipulatedby Tokyo Stock Exchange Inc.
[Overview of the designation criteria]
The Bank may designate outside directors and outside Audit & Supervisory Board members as independent officers if none of the following
applies to them.
(i) A person whose main customer is the Bank(*1) or an executive of such person; or a main customer of the Bank or an executive of suchmain customer.
(ii) An attorney, certified public accountant, licensed tax accountant, consultant or any other professional service provider who receives moneyor any other asset worth over 10 million yen per year from the Bank other than officers’ compensation (or, if the person who receives such
asset is a corporation, association or any other organization, a person who belongs to such organization).
(iii) person to whom (i) and (ii) above applied at any time during a period of five years preceding the person’s assumption of the office ofoutside director or outside Audit & Supervisory Board member.
(iv) The spouse of, or a person within the second degree of kinship to, any of the following persons(*2).
A. A person to whom any of (i) through (iii) above applies.
B. An executive of the Bank or any of its subsidiaries (including a director who is not an executive, in the case of designating an outside
Audit & Supervisory Board member as an independent officer).
C. A person to whom “B” above recently applied.
*1:
A person whose main bank is the Bank or who otherwise has a business relationship with the Bank through which influence may be
exerted to the same degree as between a parent company and its subsidiary or between a company and its affiliate.
*2:
Excluding persons whose position is no higher than those equivalent to general manager level.

―92―

(3) Compensation, etc. for Outside Officers(In Millions of Yen)
Number of persons paid
Total of compensation,
etc.

Compensation, etc. from the Bank
761(4) Opinions from Outside Officers
The outside officers have no opinions on the matters stated in (1) through (3) above.

4. Matters Concerning Shares of the Bank
(1)

Number of shares

Total number of authorized shares 2,414,596 thousand shares
Total number of issued shares

595,129 thousand shares

Note: Numbers of shares have been rounded down to the nearest 1,000 shares.

(2)
(3)

Number of shareholders during the current fiscal year
Major shareholders

22,304 persons

Status of shareholding in the Bank
Name of shareholder

Number of shares inthousands

Percentage of total shares
outstanding

The Master Trust Bank of Japan, Ltd. (trust account)

88,36815.66%

Nippon Life Insurance Company

29,745

5.27

Meiji Yasuda Life Insurance Company

29,117

5.16

Custody Bank of Japan, Ltd. (trust account)

24,758

4.38

Sumitomo Life Insurance Company

13,0702.31

MUFJ Bank, Ltd.

11,884

2.10

The Dai-ichi Life Insurance Company, Limited

11,546

2.04

STATE STREET BANK WEST CLIENT － TREATY 505234

9,905

1.75

DAIICHI SANKYO COMPANY, LIMITED

9,000

1.59

SUZUKI MOTOR CORPORATION

7,000

1.24

Notes:

1. In addition to the above, the Bank holds 30,980 thousand treasury shares.
2. Numbers of shares have been rounded down to the nearest 1,000 shares.
3. Percentages of total shares outstanding have been calculated after subtracting the number of treasury shares from the total number ofshares outstanding, with results being rounding down to two decimal places.

―93―(4) Shares Held by Officers
Number of persons to whom shares were
grantedDirectors (excluding outside directors
and part-time directors)

Number of shares(class of shares and number by class)5

Common shares: 44,000 shares(Reference) Measures to Reduce Strategic Shareholdings by the Bank
Pursuant to General Rule 1-4 of the Corporate Governance Code, the Bank has disclosed the following
information on its strategic shareholdings under the heading “Policy on, and Verification of the
Significance and Economic Rationality of, Strategic Shareholdings” in the annual securities report.
The Bank’s basic policy on strategic shareholdings is to reduce them. The Bank will only maintainthose shareholdings deemed meaningful from the perspectives of “business investment,”“strengthening business relationships,” and “contribution to the regional economy.”
The Bank determines its policy on strategic shareholdings based on profitability, the status of shareprices, etc. and by considering, in the business plan for each year resolved by the Board of Directors,
the appropriateness of the purposes of these shareholdings, their benefits, and profitability frominvestment in them, among other things.
The significance and economic rationality of strategic shareholdings are verified based on certain
indices that take into account capital cost, etc. In cases where a strategic shareholder of the Bank
expresses its intention to sell its shares of the Bank, the Bank accepts the intention in principle without
discouraging the intended sale.
Based on the basic policy to reduce strategic shareholdings, the Bank has reduced these shareholdings
as shown below. The Bank intends to continue to reduce strategic shareholdings in accordance with thespirit of the Corporate Governance Code.
Changes in Strategic Shareholdings

Number of stock names
Amount recorded in balance
sheet

End of March
2015
301

End of March
2018
287

End of March
2020
287

End of March
2021
285

346,297366,310317,534

425,834(Millions of Yen)
End of March
2022
277
391,096

Note: The 108,300 million yen increase in amount recorded in balance sheet from the end of March 2020 to the end of March 2021 includes
the 114,835 million yen increase caused by fluctuations in market share prices. The 34,738 million yen decrease in amount recorded inbalance sheet from the end of March 2021 to the end of March 2022 includes the 29,683 million yen decrease caused by fluctuations inmarket share prices.

―94―5. Matters Concerning the Accounting Auditor(1) Status of the Accounting Auditor
Compensation, etc. forthe current fiscal year

Name
Deloitte Touche Tohmatsu LLC
Designated Limited Liability Partner
Engagement Partner
Designated Limited Liability Partner
Engagement Partner
Notes 1.
2.
3.

(Millions of Yen)

Kentaro Fukada

78

Hirokazu Ishiguro

Other information(Reason for the Audit & Supervisory
Board’s consent to the consideration, etc.
for the Accounting Auditor) (Note 3)(Details of non-accounting services)
Advice on reorganization.
Basel III Consulting

The total amount of money and other financial benefits payable by the Bank and its subsidiaries, subsidiary corporations, etc. is 103 million yen.
The audit contract between the Bank and the audit corporation does not divide, and it is practically impossible to divide, the amount of audit fees
between audit under the Companies Act and audit under the Financial Instruments and Exchange Act. Therefore, the above amount represents thetotal amount of audit fees for both audits.
The Audit & Supervisory Board has given its consent to the amount of compensation, etc. for the Accounting Auditor under Article 399,
Paragraph (1) of the Companies Act, after reviewing and deliberating the details of the Accounting Auditor’s audit plan, the Accounting Auditor’s
execution of its duties, and the bases for calculation of the estimated fees by obtaining necessary documents and information from the Accounting
Auditor and the Bank’s relevant departments, followed by a decision that those details, execution, and bases were appropriate.

(2) Agreement Limiting Liability
Not applicable.
(3) Indemnification Agreement
A. Indemnification Agreement with the Incumbent Accounting Auditor
There is no information required to be disclosed.
B. Information on the Performance, etc. of the Indemnification Agreement
There is no information required to be disclosed.
(4) Other Matters Concerning the Accounting Auditor
Policy on Decisions to Remove or Not to Reappoint an Accounting Auditor
If the Bank finds that any of the items of Paragraph (1) of Article 340 of the Companies Act applies
to an accounting auditor, the Audit & Supervisory Board will remove the accounting auditor subject tothe unanimous consent of the Audit & Supervisory Board members. In this case, an Audit & Supervisory
Board member chosen by the Audit & Supervisory Board will report the removal of the accounting
auditor and the reasons therefor at the first General Meeting of Shareholders convened after the removal.
The Audit & Supervisory Board also considers, for each year, whether or not to reappoint theaccounting auditor by taking into account, among other things, the audit quality of the accounting auditor
and the effectiveness and efficiency of the audit performed by it. If the Audit & Supervisory Board
decides on the content of a proposal for non-reappointment of the accounting auditor, an Audit &Supervisory Board member chosen by the Audit & Supervisory Board will explain the proposal at therelevant General Meeting of Shareholders.

6. Matters Concerning Accounting Advisors
Not applicable.
―95―Non-consolidated Balance Sheet as of End of the 116th Fiscal Year (as of March 31, 2022)(In Millions of Yen
Item
AssetsCash and due from banks
Cash
Due from banks
Call loans
Monetary claims bought
Trading account assets
Trading account securities
Trading-related financial derivatives
Other trading assets
Money held in trust
Securities
Government bonds
Local government bonds
Corporate bonds
StocksOther securities
Loans and bills discounted
Bills discounted
Loans on bills
Loans on deeds
Overdrafts
Foreign exchanges
Due from foreign banks (our accounts)
Foreign bills bought
Foreign bills receivable
Other assets
Domestic exchange settlement account, debit
Prepaid expenses
Accrued income
Derivatives other than for trading - assets
Cash collateral paid for financial instruments
Other assets
Property, plant and equipment
Buildings
Land
Leased assets
Construction in progress
Other property, plant and equipment
Intangible assets
Software
Other intangible assets
Prepaid pension costs
Customers' liabilities for acceptances and guarantees
Allowance for loan losses
Allowance for investment loss

Total assets

Amount2,252,120
81,923
2,170,196
71,38238,352
14,256
596
4,160
9,499
104,800
2,316,984
600,379
196,601
425,143416,528
678,3319,533,758
18,243
129,716
8,351,063
1,034,734
10,278
8,858
196
1,224
300,629659
527
10,57728,8609,631
250,372
51,00524,24019,001
1,609
985
5,169
47,176
46,817358
10,921
123,845△47,481△44

14,827,985

―96―

Item
Liabilities
Deposits
Current deposits
Ordinary deposits
Saving deposits
Deposits at noticeTime deposits
Installment savings
Other deposits
Negotiable certificates of deposit
Call money
Securities sold under repurchase agreements
Cash collateral received for securities lent
Trading account liabilities
Trading-related financial derivatives
Borrowed money
Borrowings
Foreign exchanges
Due to foreign banks (their accounts)
Foreign bills sold
Foreign bills payable
Bonds payable
Bonds with share acquisition rights
Borrowed money from trust account
Other liabilities
Domestic exchange settlement account, credit
Income taxes payable
Accrued expenses
Unearned revenue
Reserve for interest on installment saving
Derivatives other than for trading - liabilities
Cash collateral received for financial instruments
Lease obligations
Asset retirement obligations
Rest of other liabilities
Provision for retirement benefits
Provision for retirement benefits for directors (and other officers)
Provision for reimbursement of deposits
Provision for contingent loss
Provision for point card certificatesDeferred tax liabilities
Acceptances and guarantees
Total liabilities
Net assets
Share capital
Capital surplus
Legal capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for tax purpose reduction entry of non-current assets
Special reserve
Retained earnings brought forward
Treasury shares
Total shareholders' equity
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Total valuation and translation adjustments
Share acquisition rights
Total net assets
Total liabilities and net assets

Amount11,416,559
607,396
6,830,833
60,21830,616
3,033,980
40,085
813,429
166,066
177,528
296,764
72,7013,331
3,331
1,330,522
1,330,522
2,406
3
3
2,399
37,11836,717
198
91,809
686
2,294
3,285
1,847
6
37,778
11,6581,961
44
32,246
2,408
254
845
1,255
372
62,168123,845
13,822,873
90,84554,88454,884
693,539
90,845602,693
3,017
528,700
70,976△29,030
810,238
194,366
189
194,555318
1,005,112
14,827,985

Non-consolidated Statements of Income for the 116 Fiscal Year (April 1, 2021 - March 31, 2022)(In Millions of Yen)
Item

AmountOrdinary income
Interest income
Interest on loans and discounts
Interest and dividends on securities
Interest on call loans
Interest on receivables under resale agreements
Interest on deposits with banks
Other interest income
Trust fees
Fees and commissions
Fees and commissions on domestic and foreign exchanges
Other fees and commissions
Gain on trading account transactions
Gain on trading account securities transactions
Income from trading-related financial derivatives transactions
Other trading income
Other ordinary income
Gain on foreign exchange transactions
Gain on sales of bonds
Other
Other income
Recoveries of written off claims
Gain on sales of stocks and other securities
Gain on money held in trust
Other
Ordinary expenses
Interest expenses
Interest on deposits
Interest on negotiable certificates of deposit
Interest on call money
Interest on payables under repurchase agreements
Interest on payables under securities lending transactions
Interest on borrowings and rediscounts
Interest on bonds
Interest on interest swaps
Other interest expenses
Fees and commissions payments
Fees and commissions on domestic and foreign exchanges
Other fees and commissions
Other ordinary expenses
Loss on sales of bonds
Net derivative financial instruments loss
General and administrative expenses
Other expenses
Provision of allowance for loan losses
Losses on sales of stocks and other securities
Losses on devaluation of stocks and other securities
Loss on money held in trust
Other
Ordinary profit
Extraordinary income
Gain on disposal of non-current assets
Gain on sales of shares of subsidiaries and associates
Extraordinary losses
Loss on disposal of non-current assets
Impairment loss
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
Profit192,502130,463
97,97929,742
116
△0
2,094
530
2
30,860
6,792
24,068
869
446
419
3
23,145
3,814
18,960
370
7,160
0
4,786
85
2,288
147,219
6,009
2,096
144
△41
281
180
139
1,178
1,915
115
16,025
1,236
14,78828,65928,60949
88,490
8,034
5,390
1,192
119
10
1,320
45,282
6,009
34
5,974
1,495
860
634
49,796
12,486
1,189
13,67536,120―97―

Consolidated Balance Sheets as of End of the 116th Fiscal Year (March 31, 2022)
Item

AmountItem

Assets(In Millions of Yen)
AmountLiabilities

Cash and due from banks

2,275,851

Call loans and bills bought

71,382

Negotiable certificates of deposit

157,266

Monetary claims bought

38,352

Call money and bills sold

177,528

Trading account assets

14,756

Securities sold under repurchase agreements

296,764

Money held in trust

104,800

Cash collateral received for securities lent

72,701

Deposits

11,399,949

Securities

2,337,933

Trading account liabilities

Loans and bills discounted

9,502,197

Borrowed money

Foreign exchanges

11,176

Foreign exchanges

2,402

Lease receivables and investments in leases

82,847

Bonds payable

37,118Other assets

333,157

Bonds with share acquisition rights

36,717

Tangible fixed assets

54,790Borrowed money from trust account

Buildings

24,325

Other liabilities

Land

19,001Retirement benefit liability

26

Provision for retirement benefits for directors

Construction in progress

985(and other officers)

Other

10,452

Provision for reimbursement of deposits

46,574

Provision for contingent loss

Software46,191

Provision for point card certificates

Other

383

Retirement benefit asset

Reserves under special laws

14,309Deferred tax liabilities

Deferred tax assets

3,283

Acceptances and guarantees

Customers' liabilities for acceptances and guarantees

80,241

Total liabilities

Allowance for loan losses
Allowance for investment loss

△53,382
△44

845
1,255
417
11
63,97680,241

90,845

Capital surplus

54,884Retained earnings

769,036

Treasury shares△29,030

Total shareholders' equity

885,735

Valuation difference on available-for-sale securities

193,717

Remeasurements of defined benefit plans
Total accumulated other comprehensive income

―98―

383

Net assets
Share capital

Foreign currency translation adjustment

14,918,227

3,768

13,829,979

Deferred gains or losses on hedges

Total assets

198
130,214

Leased assets

Intangible fixed assets

3,329
1,364,889

223
4,226
2,637
200,804

Share acquisition rights

318

Non-controlling interests

1,388

Total net assets

1,088,247

Total liabilities and net assets

14,918,227

Consolidated Statements of Income for the 116 Fiscal Year (April 1, 2021 - March 31, 2022)(In Millions of Yen)
Item

AmountOrdinary income
Interest income
Interest on loans and discounts
Interest and dividends on securities
Interest on call loans and bills boughtInterest on bills boughtInterest on deposits with banks
Other interest income
Trust fees
Fees and commissions
Gain on trading account transactions
Other ordinary income
Other income
Receivables of written off claims
Other
Ordinary expenses
Interest expenses
Interest on deposits
Interest on negotiable certificates of deposit
Interest on call money and bills soldInterest on payables under repurchase agreements
Interest on payables under securities lending transactions
Interest on borrowings and rediscounts
Interest on bonds
Other interest expenses
Fees and commissions payments
Other ordinary expenses
General and administrative expenses
Other expenses
Provision of allowance for loan losses
Other
Ordinary profit
Extraordinary income
Gain on disposal of non-current assets
Gain on sales of shares of subsidiaries and associates
Gain on change in equity
Extraordinary losses
Loss on disposal of non-current assets
Impairment losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent―99―

241,600
128,187
97,916
27,532
116
△0
2,091
530
2
72,852
3,451
23,153
13,95222
13,930187,381
5,963
2,062
144
△41
280
180
200
1,178
1,957
41,59428,65997,62913,534
6,213
7,321
54,219
6,078
34
5,494
549
1,496
862
634
58,801
15,7301,347
17,07841,722
87
41,635

Transcript of Accounting Auditor’s Audit Report
Independent Auditor’s Report
May 9, 2022

To the Board of Directors of
The Shizuoka Bank, Ltd.

Shizuoka Office
Deloitte Touche Tohmatsu LLC
Designated Limited Liability Partner
Engagement Partner

Kentaro Fukada

Designated Limited Liability Partner
Engagement Partner

Hirokazu Ishiguro

Certified Public
Accountant
Certified Public
Accountant

OpinionWe have audited the financial statements of The Shizuoka Bank, Ltd. (the “Company”), which comprise the nonconsolidated balance sheet, non-consolidated statement of income, non-consolidated statements of changes in net
assets, and notes to non-consolidated financial statements, as well as the supplementary schedules thereof (the“Financial Statements”), for its 116th fiscal year covering the period from April 1, 2021 to March 31, 2022, in
accordance with the provisions of Article 436, Paragraph (2), Item (i) of the Companies Act.
In our opinion, the Financial Statements referred to above present fairly, in all material respects, the non-consolidated
financial position and non-consolidated results of operations of the Company for the period covered by the Financial
Statements in accordance with the business accounting standards generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities underthose standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements sectionof our report. We are independent of the Company in accordance with the regulations on professional ethics in Japan,
and we have fulfilled our other ethical responsibilities as auditors. We believe that the audit evidence we have obtainedin sufficient and appropriate to provide a basis for our opinion.
Other Information Stated
Other information stated consists of a business report and its annexed detailed statements. Management is responsible
for the preparation and disclosure of such other information stated. Audit & Supervisory Board members and the Audit& Supervisory Board are responsible for overseeing the Directors’ execution of duties in designing and operating theprocess for reporting the other information stated.
The other information stated is not covered by our audit opinion on the Financial Statements. We express no opinion
on the other information stated.
Our responsibility in auditing the Financial Statements is to read through the other information stated and to consider
in the course of reading whether or not there are significant differences between the other information stated and the
Financial Statements or the knowledge obtained by us in the course of audit, and to pay attention as to whether or notthere are any signs of significant errors in the other information stated other than those significant differences, if any.
If we judge that there are significant errors in the other information stated based on the tasks we have done, we are
required report the fact.

―100―There is nothing we are required to report in relation to the other information stated.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit & Supervisory Board for the
Non-consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the Financial Statements in accordance withaccounting principles generally accepted in Japan, and for such internal control as management determines is necessary
to enable the preparation of the Financial Statements that are free from material misstatement, whether due to fraud or
error.
In preparing the Financial Statements, management is responsible for assessing whether it is appropriate to prepare the
Financial Statements with the assumption of a going concern, and for disclosing matters related to going concern where
necessary in accordance with business accounting standards generally accepted in Japan.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing the Directors’
execution of duties in designing and operating the financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our responsibility is to obtain reasonable assurance about whether the Financial Statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to express our opinion on the Financial Statements from an
independent standpoint in an audit report, based on our audit. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence the decisions ofusers taken on the basis of the Financial Statements.
In accordance with audit standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit process to perform the following:・Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, anddesign and perform audit procedures responsive to those risks. The audit procedures selected and applied depend on
our judgment. In addition, we obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion.
・In making those risk assessments, we consider internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, although the purpose of the audit of the Financial Statements is not to
express an opinion on the effectiveness of the Company’s internal control.
・Evaluate the appropriateness of accounting policies used by management and their method of application, as well as
the reasonableness of accounting estimates made by management and related notes thereto.
・Conclude on the appropriateness of management’s use of the going concern basis of accounting in the preparation of
the Financial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related toevents or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the notes to
the Financial Statements or, if the notes to the Financial Statements on material uncertainty are inadequate, to express
an opinion with exceptive items on the Financial Statements. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease
to continue as a going concern.
・Evaluate whether the presentation and notes of the Financial Statements are in compliance with business accounting
standards generally accepted in Japan, and whether the presentation, composition, and content of the Financial
Statements, including related notes, as well as the Financial Statements, fairly present the underlying transactions
and accounting events.

―101―

We report to Audit & Supervisory Board members and the Audit & Supervisory Board the scope and timing of theplanned audit, significant audit findings, including any significant deficiencies in internal control that we identify during
our audit, and other matters required by the audit standards.
We report to Audit & Supervisory Board members and the Audit & Supervisory Board that we have complied with theregulations on professional ethics in Japan regarding independence. We also report to them any factors that arereasonably considered to affect our independence, as well as any safeguards that we have used to eliminate or reduce
any obstacles to our independence.
Interest Required to Be Disclosed under the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
End

―102―

Transcript of Accounting Auditor’s Audit Report on Consolidated Financial Statements
Independent Auditor’s Report
May 9, 2022

To the Board of Directors of
The Shizuoka Bank, Ltd.

Shizuoka Office
Deloitte Touche Tohmatsu LLC
Designated Limited Liability
PartnerEngagement Partner
Designated Limited Liability
PartnerEngagement Partner

Kentaro Fukada

Certified Public
Accountant
Certified Public

Hirokazu Ishiguro Accountant

OpinionWe have audited the consolidated financial statements of The Shizuoka Bank, Ltd. (the “Company”), which comprisethe consolidated balance sheet, consolidated statement of income, consolidated statements of changes in net assets, andnotes to consolidated financial statements for its consolidated fiscal year covering the period from April 1, 2021 toMarch 31, 2022, in accordance with the provisions of Article 444, Paragraph (4) of the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, theconsolidated financial position and consolidated results of operations of the company group consisting of the Company
and its consolidated subsidiaries for the period covered by the consolidated financial statements in accordance with thebusiness accounting standards generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities underthose standards are further described in the Auditor’s Responsibilities for the Audit of the consolidated Financial
Statements section of our report. We are independent of the Company and its consolidated subsidiaries in accordancewith the regulations on professional ethics in Japan, and we have fulfilled our other ethical responsibilities as auditors.
We believe that the audit evidence we have obtained in sufficient and appropriate to provide a basis for our opinion.
Other Information Stated
Other information stated consists of a business report and its annexed detailed statements. Management is responsible
for the preparation and disclosure of such other information stated. Audit & Supervisory Board members and the Audit& Supervisory Board are responsible for overseeing the Directors’ execution of duties in designing and operating theprocess for reporting the other information stated.
The other information stated is not covered by our audit opinion on the consolidated Financial Statements. We express
no opinion on the other information stated.

―103―

Our responsibility in auditing the consolidated financial statements is to read through the other information stated andto consider in the course of reading whether or not there are significant differences between the other information stated
and the consolidated financial statements or the knowledge obtained by us in the course of audit, and to pay attention
as to whether or not there are any signs of significant errors in the other information stated other than those significant
differences, if any.
If we judge that there are significant errors in the other information stated based on the tasks we have done, we are
required report the fact.
There is nothing we are required to report in relation to the other information stated.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit & Supervisory Board for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for such internal control as management
determines is necessary to enable the preparation of the consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate toprepare the consolidated financial statements with the assumption of a going concern, and for disclosing matters related
to going concern where necessary in accordance with business accounting standards generally accepted in Japan.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing the Directors’
execution of duties in designing and operating the financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as a whole arefree from material misstatement, whether due to fraud or error, and to express our opinion on the consolidated financial
statements from an independent standpoint in an audit report, based on our audit. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the decisions of users taken on the basis of the consolidated financial statements.
In accordance with audit standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit process to perform the following:・Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, and design and perform audit procedures responsive to those risks. The audit procedures selected and applied
depend on our judgment. In addition, we obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion.
・In making those risk assessments, we consider internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, although the purpose of the audit of the consolidated financial statements
is not to express an opinion on the effectiveness of the Company’s internal control.
・Evaluate the appropriateness of accounting policies used by management and their method of application, as well as
the reasonableness of accounting estimates made by management and related notes thereto.
・Conclude on the appropriateness of management’s use of the going concern basis of accounting in the preparation of
the consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to―104―

the notes to the consolidated financial statements or, if the notes to the consolidated financial statements on material
uncertainty are inadequate, to express an opinion with exceptive items on the consolidated financial statements. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events
or conditions may cause the Company to cease to continue as a going concern.
・Evaluate whether the presentation and notes of the consolidated financial statements are in compliance with businessaccounting standards generally accepted in Japan, and whether the presentation, composition, and content of theconsolidated financial statements, including related notes, as well as the consolidated financial statements, fairly
present the underlying transactions and accounting events.
・Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its consolidated
subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the audit of the consolidated financial statements. We remain solely responsible forour audit opinion.
We report to Audit & Supervisory Board members and the Audit & Supervisory Board the scope and timing of theplanned audit, significant audit findings, including any significant deficiencies in internal control that we identify during
our audit, and other matters required by the audit standards.
We report to Audit & Supervisory Board members and the Audit & Supervisory Board that we have complied with theregulations on professional ethics in Japan regarding independence. We also report to them any factors that arereasonably considered to affect our independence, as well as any safeguards that we have used to eliminate or reduce
any obstacles to our independence.
Interest Required to Be Disclosed under the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company or any of its consolidated
subsidiaries which is required to be disclosed pursuant to the provisions of the Certified Public Accountants Act ofJapan.
End―105―

Transcription of the Audit & Supervisory Board’s Audit Report
Audit Report
We, the Audit & Supervisory Board, have prepared this Audit Report after deliberation based on the respective audit reports
prepared by Audit & Supervisory Board Members concerning the Directors’ execution of their duties during the 116th fiscal
year, which covers the period from April 1, 2021 to March 31, 2022, and hereby report as follows.
1. Auditing Methods Used by Audit & Supervisory Board Members and the Audit & Supervisory Board, and Details Thereof(1) The Audit & Supervisory Board established auditing policies, allocation of duties, and other matters for the current fiscal
year, received a report from each of the Audit & Supervisory Board Members concerning the status of implementation andresults of the audit, received reports from Directors, etc. and the Accounting Auditor concerning execution of their duties,
and sought explanations as necessary.
(2) In conformity to the standards for audit by Audit & Supervisory Board members established by the Audit & Supervisory
Board and in accordance with the auditing policies, allocation of duties, etc. for the current fiscal year, each Audit &Supervisory Board Member strived to collect information and improve the auditing environment by communicating with
Directors, the internal audit department, compliance department, and risk management department, as well as with other
employees, etc., and conducted the audit by the following methods.
(i) Each Audit & Supervisory Board Member attended the Board of Directors meetings and other important meetings,
received reports from Directors, employees, etc. concerning the execution of their duties, sought explanations asnecessary, inspected important approval documents, etc., and inspected the status of operations and assets at theheadquarters and major branch offices, etc. As for subsidiaries, where the Audit & Supervisory Board Member
concurrently serves as a part-time audit & supervisory board member of a subsidiary, the Audit & Supervisory Board
Member attended the Board of Directors meetings and other important meetings of the subsidiary. In addition, the Audit& Supervisory Board Member communicated and exchanged information with directors, audit & supervisory board
members, etc. of subsidiaries, including those at which the Audit & Supervisory Board Member does not concurrently
serve as a part-time audit & supervisory board member, and received from subsidiaries reports on their business asnecessary.
(ii) Regarding the content of resolutions of the Board of Directors concerning the development of systems for ensuring thatthe execution of duties by the Directors described in the business report complies with applicable laws and regulations
and the Articles of Incorporation, as well as concerning development of other systems set forth in Article 100, Paragraphs(1) and (3) of the Regulations for Enforcement of the Companies Act as necessary for ensuring the appropriateness of theoperations of a company group consisting of a stock company and its subsidiaries, and regarding systems developed basedon those resolutions (i.e., internal control systems), each Audit & Supervisory Board Member received periodic reports
from Directors, employees, etc. concerning the structure and the status of operation of the above systems, sought
explanations as necessary, and expressed opinions. Regarding internal control over financial reporting, each Audit &Supervisory Board Member received reports on the status of evaluation and audit of such internal control from the
Directors, etc. and Deloitte Touche Tohmatsu LLC, and sought explanations from them as necessary.
(iii) Each Audit & Supervisory Board Member: monitored and checked whether the Accounting Auditor maintained
independence and conducted appropriate audits; received reports from the Accounting Auditor concerning the executionof its duties; and sought explanations as necessary. In addition, each Audit & Supervisory Board Member received noticefrom the Accounting Auditor to the effect that the Company had developed “systems for ensuring that the performanceof the duties of financial auditor is being carried out correctly” (the items of Article 131 of the Regulations on Corporate
Accounting) in accordance with the Quality Control Standards for Audit (October 28, 2005, Business Accounting
Council), among other things, and sought explanations as necessary.
Based on the methods described above, we examined the business report and its supplementary schedules, the non-consolidated
financial statements (non-consolidated balance sheet, non-consolidated statement of income, non-consolidated statement ofchanges in net assets, and notes to the non-consolidated financial statements) and their supplementary schedules, as well as
the consolidated financial statements (consolidated balance sheet, consolidated statement of income, consolidated statementof changes in net assets, and notes to the consolidated financial statements) for the relevant fiscal year.
2. Results of Audit(1) Results of Audit of the Business Report, etc.
(i) In our opinion, the business report and its supplementary schedules fairly present the condition of the Company inaccordance with applicable laws and regulations and the Articles of Incorporation.
(ii) The Audit & Supervisory Board has found no misconduct related to the execution of duties of any of the Directors andno material fact that would violate any law or regulation or the Articles of Incorporation.
(iii) In our opinion, the content of resolutions of the Board of Directors concerning the internal control systems is appropriate.

―106―

As for the content of the business report concerning the internal control systems and as for the Directors’ execution of
their duties, we have no findings, including regarding internal control over financial reporting.
(2) Results of Audit of Non-consolidated Financial Statements and Supplementary Schedules Thereof
In our opinion, the auditing methods and results of the Accounting Auditor, Deloitte Touche Tohmatsu LLC, areappropriate.
(3) Results of Audit of Consolidated Financial Statements
In our opinion, the auditing methods and results of the Accounting Auditor, Deloitte Touche Tohmatsu LLC, areappropriate.
May 9, 2022
The Audit & Supervisory Board of The Shizuoka Bank, Ltd.
Hiroki Saito, Audit & Supervisory Board Member
Mitsuru Kobayashi, Audit & Supervisory Board Member
Yoshihiro Yamashita, Audit & Supervisory Board Member
Naomi Ushio, Audit & Supervisory Board Member
Isamu Nakamura, Audit & Supervisory Board Member
Note: Of the Audit & Supervisory Board members, Mr. Yoshihiro Yamashita, Ms. Naomi Ushio, and Mr. Isamu Nakamura are
Outside Company Auditors as set forth in Article 2, Item (xvi) and Article 335, Paragraph (3) of the Companies Act.

End

―107―

The 116th Annual General Meeting of Shareholders
Supplement to Reference Documents for the General Meeting of Shareholders

Proposal No. 4

Incorporation of a Wholly-Owning Parent Company Through a Share Transfer

Details of Share Acquisition Rights(Exhibits 2-(1)-1 through 2-(13)-2 to the Share Transfer Plan on pages 32-33 of the Notice ofConvocation)
Details of EUR/USD Denominated Convertible Bonds with Share Acquisition Rights Subject toCall(Exhibits 3-(1) through 3-(2) to the Share Transfer Plan on page 34 of the Notice of Convocation)

The Shizuoka Bank, Ltd.
Securities Code: 8355

―108―

Exhibit 2-(1)-1 to the Share Transfer Plan
Details of The Shizuoka Bank, Ltd. First Series of Share Acquisition Rights
1.

Name of share acquisition rights

The Shizuoka Bank, Ltd. First Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Bank’s common stock. The total numberof shares of the Bank’s common stock to be newly issued or instead be transferred upon the exercise of one shareacquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Bank’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Bank’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Bank may adjust the number of shares subject
to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditions of the
Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
The amount to be paid in shall be the value of the share acquisition rights computed by the Black-Scholes model on
the date of allotment of the share acquisition rights. Persons to whom share acquisition rights are allotted (“Share
Acquisition Right Holders”) shall set off their claims for compensation payable by the Bank against their obligations to
pay the amount to be paid in.

4.

Date of allocation of share acquisition rights
July 27, 2007

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights―109―

The share acquisition rights shall be exercisable during the period from July 28, 2007 to July 27, 2032. However, if
the last day of the exercise period falls upon the Bank’s holiday, the preceding business day shall be the last day of theexercise period.
7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of the Bank and ending on the date on which ten (10) days have elapsed since the start dateof the period. However, even if a Share Acquisition Right Holder holds the office of director, he/she is entitled toexercise his/her share acquisition rights on and after the date on which the exercise period for the share acquisitionrights allotted to him/her will expire in less than three hundred and sixty-five (365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director within one (1) year from the date ofallotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of the Bank on any of the following grounds:
A. A material violation of law, or activities breaching any of the Bank’s policies due to intent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of theBank, without the consent of the Bank’s representative.
C. Divulgence of the Bank’s important secrets, or provision or acceptance of gifts in large amounts in connection withhis/her duties, or disgrace on the Bank, or activities causing considerable loss to the Bank.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Bank and the Share Acquisition Right Holder, or the Bank’s Board of Directors finds that the
Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with the Bank.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Bank.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Bank and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights―110―In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Bank without compensation at any time during the exercise period for the share acquisition rights specified in
section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a merger in which the Bank is the merged company, except where the merger
agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a share exchange or share transfer in which the Bank is the wholly-owned
subsidiary, except where the share exchange agreement or share transfer plan, as the case may be, provides that shareacquisition rights of the company which becoming the wholly-owning parent company will be delivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Bank’s Board of
Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance upon the exercise of share acquisition rights, the stated capital shall increase by the amountcalculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Bank’s merger (only if the Bank becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered―111―

The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.
(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End

―112―

Exhibit 2-(1)-2 to the Share Transfer Plan
Details of Shizuoka Financial Group, Inc. First Series of Share Acquisition Rights
1.

Name of share acquisition rights

Shizuoka Financial Group, Inc. First Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Company’s common stock. The total
number of shares of the Company’s common stock to be newly issued or instead be transferred upon the exercise of one
share acquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Company’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Company’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Company may adjust the number of sharessubject to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditionsof the Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
No payment of money shall be required.

4.

Date of allocation of share acquisition rights
October 3, 2022

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period from October 3, 2022 to July 27, 2032. However,if the last day of the exercise period falls upon the Company’s holiday, the preceding business day shall be the last dayof the exercise period.

―113―

7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of The Shizuoka Bank, Ltd. and ending on the date on which ten (10) days have elapsed
since the start date of the period. However, even if a Share Acquisition Right Holder holds the office of director of The
Shizuoka Bank, Ltd., he/she is entitled to exercise his/her share acquisition rights on and after the date on which theexercise period for the share acquisition rights allotted to him/her will expire in less than three hundred and sixty-five(365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director of The Shizuoka Bank, Ltd. withinone (1) year from the date of allotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of The Shizuoka Bank, Ltd. on any of thefollowing grounds:
A. A material violation of law, or activities breaching any of the Company’s or The Shizuoka Bank, Ltd.’s policies due tointent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of The
Shizuoka Bank, Ltd. without the consent of the Company’s and The Shizuoka Bank, Ltd.’s representatives.
C. Divulgence of the Company’s or The Shizuoka Bank Ltd.’s important secrets, or provision or acceptance of gifts inlarge amounts in connection with his/her duties, or disgrace on the Company or The Shizuoka Bank, Ltd., or activities
causing considerable loss to the Company or The Shizuoka Bank, Ltd.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Company and the Share Acquisition Right Holder, or the Company’s Board of Directors findsthat the Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with
the Company or The Shizuoka Bank, Ltd.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Company.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

―114―

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share
Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
(5)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Company and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Company without compensation at any time during the exercise period for the share acquisition rights specified
in section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a merger in which the Company is the merged company, except
where the merger agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a share exchange or share transfer in which the Company is thewholly-owned subsidiary, except where the share exchange agreement or share transfer plan, as the case may be,provides that share acquisition rights of the company which becoming the wholly-owning parent company will bedelivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Company’s Boardof Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Company’s merger (only if the Company becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)―115―

through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End
―116―

Exhibit 2-(2)-1 to the Share Transfer Plan
Details of The Shizuoka Bank, Ltd. Second Series of Share Acquisition Rights
1.

Name of share acquisition rights

The Shizuoka Bank, Ltd. Second Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Bank’s common stock. The total numberof shares of the Bank’s common stock to be newly issued or instead be transferred upon the exercise of one shareacquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Bank’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Bank’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Bank may adjust the number of shares subject
to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditions of the
Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
The amount to be paid in shall be the value of the share acquisition rights computed by the Black-Scholes model on
the date of allotment of the share acquisition rights. Persons to whom share acquisition rights are allotted (“Share
Acquisition Right Holders”) shall set off their claims for compensation payable by the Bank against their obligations to
pay the amount to be paid in.

4.

Date of allocation of share acquisition rights
July 18, 2008

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights―117―

The share acquisition rights shall be exercisable during the period from July 19, 2008 to July 18, 2033. However, if
the last day of the exercise period falls upon the Bank’s holiday, the preceding business day shall be the last day of theexercise period.
7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of the Bank and ending on the date on which ten (10) days have elapsed since the start dateof the period. However, even if a Share Acquisition Right Holder holds the office of director, he/she is entitled toexercise his/her share acquisition rights on and after the date on which the exercise period for the share acquisitionrights allotted to him/her will expire in less than three hundred and sixty-five (365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director within one (1) year from the date ofallotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of the Bank on any of the following grounds:
A. A material violation of law, or activities breaching any of the Bank’s policies due to intent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of theBank, without the consent of the Bank’s representative.
C. Divulgence of the Bank’s important secrets, or provision or acceptance of gifts in large amounts in connection withhis/her duties, or disgrace on the Bank, or activities causing considerable loss to the Bank.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Bank and the Share Acquisition Right Holder, or the Bank’s Board of Directors finds that the
Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with the Bank.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Bank.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Bank and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights―118―

In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Bank without compensation at any time during the exercise period for the share acquisition rights specified in
section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a merger in which the Bank is the merged company, except where the merger
agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a share exchange or share transfer in which the Bank is the wholly-owned
subsidiary, except where the share exchange agreement or share transfer plan, as the case may be, provides that shareacquisition rights of the company which becoming the wholly-owning parent company will be delivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Bank’s Board of
Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance upon the exercise of share acquisition rights, the stated capital shall increase by the amountcalculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Bank’s merger (only if the Bank becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered―119―

The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.
(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End

―120―

Exhibit 2-(2)-2 to the Share Transfer Plan
Details of Shizuoka Financial Group, Inc. Second Series of Share Acquisition Rights
1.

Name of share acquisition rights

Shizuoka Financial Group, Inc. Second Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Company’s common stock. The total
number of shares of the Company’s common stock to be newly issued or instead be transferred upon the exercise of one
share acquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Company’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Company’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Company may adjust the number of sharessubject to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditionsof the Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
No payment of money shall be required.

4.

Date of allocation of share acquisition rights
October 3, 2022

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period from October 3, 2022 to July 18, 2033. However,if the last day of the exercise period falls upon the Company’s holiday, the preceding business day shall be the last dayof the exercise period.

―121―

7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of The Shizuoka Bank, Ltd. and ending on the date on which ten (10) days have elapsed
since the start date of the period. However, even if a Share Acquisition Right Holder holds the office of director of The
Shizuoka Bank, Ltd., he/she is entitled to exercise his/her share acquisition rights on and after the date on which theexercise period for the share acquisition rights allotted to him/her will expire in less than three hundred and sixty-five(365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director of The Shizuoka Bank, Ltd. withinone (1) year from the date of allotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of The Shizuoka Bank, Ltd. on any of thefollowing grounds:
A. A material violation of law, or activities breaching any of the Company’s or The Shizuoka Bank, Ltd.’s policies due tointent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of The
Shizuoka Bank, Ltd. without the consent of the Company’s and The Shizuoka Bank, Ltd.’s representatives.
C. Divulgence of the Company’s or The Shizuoka Bank Ltd.’s important secrets, or provision or acceptance of gifts inlarge amounts in connection with his/her duties, or disgrace on the Company or The Shizuoka Bank, Ltd., or activities
causing considerable loss to the Company or The Shizuoka Bank, Ltd.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Company and the Share Acquisition Right Holder, or the Company’s Board of Directors findsthat the Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with
the Company or The Shizuoka Bank, Ltd.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Company.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

―122―

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share
Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
(5)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Company and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Company without compensation at any time during the exercise period for the share acquisition rights specified
in section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a merger in which the Company is the merged company, except
where the merger agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a share exchange or share transfer in which the Company is thewholly-owned subsidiary, except where the share exchange agreement or share transfer plan, as the case may be,provides that share acquisition rights of the company which becoming the wholly-owning parent company will bedelivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Company’s Boardof Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Company’s merger (only if the Company becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)―123―through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End
―124―

Exhibit 2-(3)-1 to the Share Transfer Plan
Details of The Shizuoka Bank, Ltd. Third Series of Share Acquisition Rights
1.

Name of share acquisition rights

The Shizuoka Bank, Ltd. Third Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Bank’s common stock. The total numberof shares of the Bank’s common stock to be newly issued or instead be transferred upon the exercise of one shareacquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Bank’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Bank’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Bank may adjust the number of shares subject
to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditions of the
Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
The amount to be paid in shall be the value of the share acquisition rights computed by the Black-Scholes model on
the date of allotment of the share acquisition rights. Persons to whom share acquisition rights are allotted (“Share
Acquisition Right Holders”) shall set off their claims for compensation payable by the Bank against their obligations to
pay the amount to be paid in.

4.

Date of allocation of share acquisition rights
July 24, 2009

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights―125―

The share acquisition rights shall be exercisable during the period from July 25, 2009 to July 24, 2034. However, if
the last day of the exercise period falls upon the Bank’s holiday, the preceding business day shall be the last day of theexercise period.
7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of the Bank and ending on the date on which ten (10) days have elapsed since the start dateof the period. However, even if a Share Acquisition Right Holder holds the office of director, he/she is entitled toexercise his/her share acquisition rights on and after the date on which the exercise period for the share acquisitionrights allotted to him/her will expire in less than three hundred and sixty-five (365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director within one (1) year from the date ofallotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of the Bank on any of the following grounds:
A. A material violation of law, or activities breaching any of the Bank’s policies due to intent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of theBank, without the consent of the Bank’s representative.
C. Divulgence of the Bank’s important secrets, or provision or acceptance of gifts in large amounts in connection withhis/her duties, or disgrace on the Bank, or activities causing considerable loss to the Bank.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Bank and the Share Acquisition Right Holder, or the Bank’s Board of Directors finds that the
Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with the Bank.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Bank.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Bank and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights―126―

In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Bank without compensation at any time during the exercise period for the share acquisition rights specified in
section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a merger in which the Bank is the merged company, except where the merger
agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a share exchange or share transfer in which the Bank is the wholly-owned
subsidiary, except where the share exchange agreement or share transfer plan, as the case may be, provides that shareacquisition rights of the company which becoming the wholly-owning parent company will be delivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Bank’s Board of
Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance upon the exercise of share acquisition rights, the stated capital shall increase by the amountcalculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Bank’s merger (only if the Bank becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered―127―

The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.
(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End

―128―

Exhibit 2-(3)-2 to the Share Transfer Plan
Details of Shizuoka Financial Group, Inc. Third Series of Share Acquisition Rights
1.

Name of share acquisition rights

Shizuoka Financial Group, Inc. Third Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Company’s common stock. The total
number of shares of the Company’s common stock to be newly issued or instead be transferred upon the exercise of one
share acquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Company’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Company’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Company may adjust the number of sharessubject to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditionsof the Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
No payment of money shall be required.

4.

Date of allocation of share acquisition rights
October 3, 2022

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period from October 3, 2022 to July 24, 2034. However,if the last day of the exercise period falls upon the Company’s holiday, the preceding business day shall be the last dayof the exercise period.

―129―

7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of The Shizuoka Bank, Ltd. and ending on the date on which ten (10) days have elapsed
since the start date of the period. However, even if a Share Acquisition Right Holder holds the office of director of The
Shizuoka Bank, Ltd., he/she is entitled to exercise his/her share acquisition rights on and after the date on which theexercise period for the share acquisition rights allotted to him/her will expire in less than three hundred and sixty-five(365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director of The Shizuoka Bank, Ltd. withinone (1) year from the date of allotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of The Shizuoka Bank, Ltd. on any of thefollowing grounds:
A. A material violation of law, or activities breaching any of the Company’s or The Shizuoka Bank, Ltd.’s policies due tointent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of The
Shizuoka Bank, Ltd. without the consent of the Company’s and The Shizuoka Bank, Ltd.’s representatives.
C. Divulgence of the Company’s or The Shizuoka Bank Ltd.’s important secrets, or provision or acceptance of gifts inlarge amounts in connection with his/her duties, or disgrace on the Company or The Shizuoka Bank, Ltd., or activities
causing considerable loss to the Company or The Shizuoka Bank, Ltd.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Company and the Share Acquisition Right Holder, or the Company’s Board of Directors findsthat the Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with
the Company or The Shizuoka Bank, Ltd.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Company.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

―130―

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share
Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
(5)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Company and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Company without compensation at any time during the exercise period for the share acquisition rights specified
in section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a merger in which the Company is the merged company, except
where the merger agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a share exchange or share transfer in which the Company is thewholly-owned subsidiary, except where the share exchange agreement or share transfer plan, as the case may be,provides that share acquisition rights of the company which becoming the wholly-owning parent company will bedelivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Company’s Boardof Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Company’s merger (only if the Company becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)―131―through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End
―132―

Exhibit 2-(4)-1 to the Share Transfer Plan
Details of The Shizuoka Bank, Ltd. Fourth Series of Share Acquisition Rights
1.

Name of share acquisition rights

The Shizuoka Bank, Ltd. Fourth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Bank’s common stock. The total numberof shares of the Bank’s common stock to be newly issued or instead be transferred upon the exercise of one shareacquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Bank’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Bank’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Bank may adjust the number of shares subject
to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditions of the
Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
The amount to be paid in shall be the value of the share acquisition rights computed by the Black-Scholes model on
the date of allotment of the share acquisition rights. Persons to whom share acquisition rights are allotted (“Share
Acquisition Right Holders”) shall set off their claims for compensation payable by the Bank against their obligations to
pay the amount to be paid in.

4.

Date of allocation of share acquisition rights
July 23, 2010

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights―133―

The share acquisition rights shall be exercisable during the period from July 24, 2010 to July 23, 2035. However, if
the last day of the exercise period falls upon the Bank’s holiday, the preceding business day shall be the last day of theexercise period.
7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of the Bank and ending on the date on which ten (10) days have elapsed since the start dateof the period. However, even if a Share Acquisition Right Holder holds the office of director, he/she is entitled toexercise his/her share acquisition rights on and after the date on which the exercise period for the share acquisitionrights allotted to him/her will expire in less than three hundred and sixty-five (365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director within one (1) year from the date ofallotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of the Bank on any of the following grounds:
A. A material violation of law, or activities breaching any of the Bank’s policies due to intent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of theBank, without the consent of the Bank’s representative.
C. Divulgence of the Bank’s important secrets, or provision or acceptance of gifts in large amounts in connection withhis/her duties, or disgrace on the Bank, or activities causing considerable loss to the Bank.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Bank and the Share Acquisition Right Holder, or the Bank’s Board of Directors finds that the
Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with the Bank.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Bank.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Bank and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights―134―In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Bank without compensation at any time during the exercise period for the share acquisition rights specified in
section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a merger in which the Bank is the merged company, except where the merger
agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a share exchange or share transfer in which the Bank is the wholly-owned
subsidiary, except where the share exchange agreement or share transfer plan, as the case may be, provides that shareacquisition rights of the company which becoming the wholly-owning parent company will be delivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Bank’s Board of
Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance upon the exercise of share acquisition rights, the stated capital shall increase by the amountcalculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Bank’s merger (only if the Bank becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered―135―

The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.
(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End

―136―

Exhibit 2-(4)-2 to the Share Transfer Plan
Details of Shizuoka Financial Group, Inc. Fourth Series of Share Acquisition Rights
1.

Name of share acquisition rights

Shizuoka Financial Group, Inc. Fourth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Company’s common stock. The total
number of shares of the Company’s common stock to be newly issued or instead be transferred upon the exercise of one
share acquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Company’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Company’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Company may adjust the number of sharessubject to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditionsof the Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
No payment of money shall be required.

4.

Date of allocation of share acquisition rights
October 3, 2022

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period from October 3, 2022 to July 23, 2035. However,if the last day of the exercise period falls upon the Company’s holiday, the preceding business day shall be the last dayof the exercise period.

―137―

7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of The Shizuoka Bank, Ltd. and ending on the date on which ten (10) days have elapsed
since the start date of the period. However, even if a Share Acquisition Right Holder holds the office of director of The
Shizuoka Bank, Ltd., he/she is entitled to exercise his/her share acquisition rights on and after the date on which theexercise period for the share acquisition rights allotted to him/her will expire in less than three hundred and sixty-five(365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director of The Shizuoka Bank, Ltd. withinone (1) year from the date of allotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of The Shizuoka Bank, Ltd. on any of thefollowing grounds:
A. A material violation of law, or activities breaching any of the Company’s or The Shizuoka Bank, Ltd.’s policies due tointent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of The
Shizuoka Bank, Ltd. without the consent of the Company’s and The Shizuoka Bank, Ltd.’s representatives.
C. Divulgence of the Company’s or The Shizuoka Bank Ltd.’s important secrets, or provision or acceptance of gifts inlarge amounts in connection with his/her duties, or disgrace on the Company or The Shizuoka Bank, Ltd., or activities
causing considerable loss to the Company or The Shizuoka Bank, Ltd.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Company and the Share Acquisition Right Holder, or the Company’s Board of Directors findsthat the Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with
the Company or The Shizuoka Bank, Ltd.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Company.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

―138―

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share
Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
(5)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Company and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Company without compensation at any time during the exercise period for the share acquisition rights specified
in section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a merger in which the Company is the merged company, except
where the merger agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a share exchange or share transfer in which the Company is thewholly-owned subsidiary, except where the share exchange agreement or share transfer plan, as the case may be,provides that share acquisition rights of the company which becoming the wholly-owning parent company will bedelivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Company’s Boardof Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Company’s merger (only if the Company becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)―139―

through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End
―140―

Exhibit 2-(5)-1 to the Share Transfer Plan
Details of The Shizuoka Bank, Ltd. Fifth Series of Share Acquisition Rights
1.

Name of share acquisition rights

The Shizuoka Bank, Ltd. Fifth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Bank’s common stock. The total numberof shares of the Bank’s common stock to be newly issued or instead be transferred upon the exercise of one shareacquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Bank’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Bank’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Bank may adjust the number of shares subject
to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditions of the
Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
The amount to be paid in shall be the value of the share acquisition rights computed by the Black-Scholes model on
the date of allotment of the share acquisition rights. Persons to whom share acquisition rights are allotted (“Share
Acquisition Right Holders”) shall set off their claims for compensation payable by the Bank against their obligations to
pay the amount to be paid in.

4.

Date of allocation of share acquisition rights
July 22, 2011

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights―141―

The share acquisition rights shall be exercisable during the period from July 23, 2011 to July 22, 2036. However, if
the last day of the exercise period falls upon the Bank’s holiday, the preceding business day shall be the last day of theexercise period.
7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of the Bank and ending on the date on which ten (10) days have elapsed since the start dateof the period. However, even if a Share Acquisition Right Holder holds the office of director, he/she is entitled toexercise his/her share acquisition rights on and after the date on which the exercise period for the share acquisitionrights allotted to him/her will expire in less than three hundred and sixty-five (365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director within one (1) year from the date ofallotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of the Bank on any of the following grounds:
A. A material violation of law, or activities breaching any of the Bank’s policies due to intent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of theBank, without the consent of the Bank’s representative.
C. Divulgence of the Bank’s important secrets, or provision or acceptance of gifts in large amounts in connection withhis/her duties, or disgrace on the Bank, or activities causing considerable loss to the Bank.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Bank and the Share Acquisition Right Holder, or the Bank’s Board of Directors finds that the
Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with the Bank.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Bank.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Bank and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights―142―

In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Bank without compensation at any time during the exercise period for the share acquisition rights specified in
section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a merger in which the Bank is the merged company, except where the merger
agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a share exchange or share transfer in which the Bank is the wholly-owned
subsidiary, except where the share exchange agreement or share transfer plan, as the case may be, provides that shareacquisition rights of the company which becoming the wholly-owning parent company will be delivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Bank’s Board of
Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance upon the exercise of share acquisition rights, the stated capital shall increase by the amountcalculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Bank’s merger (only if the Bank becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered―143―

The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.
(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End

―144―

Exhibit 2-(5)-2 to the Share Transfer Plan
Details of Shizuoka Financial Group, Inc. Fifth Series of Share Acquisition Rights
1.

Name of share acquisition rights

Shizuoka Financial Group, Inc. Fifth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Company’s common stock. The total
number of shares of the Company’s common stock to be newly issued or instead be transferred upon the exercise of one
share acquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Company’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Company’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Company may adjust the number of sharessubject to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditionsof the Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
No payment of money shall be required.

4.

Date of allocation of share acquisition rights
October 3, 2022

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period from October 3, 2022 to July 22, 2036. However,if the last day of the exercise period falls upon the Company’s holiday, the preceding business day shall be the last dayof the exercise period.

―145―

7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of The Shizuoka Bank, Ltd. and ending on the date on which ten (10) days have elapsed
since the start date of the period. However, even if a Share Acquisition Right Holder holds the office of director of The
Shizuoka Bank, Ltd., he/she is entitled to exercise his/her share acquisition rights on and after the date on which theexercise period for the share acquisition rights allotted to him/her will expire in less than three hundred and sixty-five(365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director of The Shizuoka Bank, Ltd. withinone (1) year from the date of allotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of The Shizuoka Bank, Ltd. on any of thefollowing grounds:
A. A material violation of law, or activities breaching any of the Company’s or The Shizuoka Bank, Ltd.’s policies due tointent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of The
Shizuoka Bank, Ltd. without the consent of the Company’s and The Shizuoka Bank, Ltd.’s representatives.
C. Divulgence of the Company’s or The Shizuoka Bank Ltd.’s important secrets, or provision or acceptance of gifts inlarge amounts in connection with his/her duties, or disgrace on the Company or The Shizuoka Bank, Ltd., or activities
causing considerable loss to the Company or The Shizuoka Bank, Ltd.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Company and the Share Acquisition Right Holder, or the Company’s Board of Directors findsthat the Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with
the Company or The Shizuoka Bank, Ltd.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Company.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

―146―

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share
Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
(5)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Company and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Company without compensation at any time during the exercise period for the share acquisition rights specified
in section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a merger in which the Company is the merged company, except
where the merger agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a share exchange or share transfer in which the Company is thewholly-owned subsidiary, except where the share exchange agreement or share transfer plan, as the case may be,provides that share acquisition rights of the company which becoming the wholly-owning parent company will bedelivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Company’s Boardof Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Company’s merger (only if the Company becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)―147―

through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End
―148―

Exhibit 2-(6)-1 to the Share Transfer Plan
Details of The Shizuoka Bank, Ltd. Sixth Series of Share Acquisition Rights
1.

Name of share acquisition rights

The Shizuoka Bank, Ltd. Sixth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Bank’s common stock. The total numberof shares of the Bank’s common stock to be newly issued or instead be transferred upon the exercise of one shareacquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Bank’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Bank’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Bank may adjust the number of shares subject
to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditions of the
Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
The amount to be paid in shall be the value of the share acquisition rights computed by the Black-Scholes model on
the date of allotment of the share acquisition rights. Persons to whom share acquisition rights are allotted (“Share
Acquisition Right Holders”) shall set off their claims for compensation payable by the Bank against their obligations to
pay the amount to be paid in.

4.

Date of allocation of share acquisition rights
July 24, 2012

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights―149―

The share acquisition rights shall be exercisable during the period from July 25, 2012 to July 24, 2037. However, if
the last day of the exercise period falls upon the Bank’s holiday, the preceding business day shall be the last day of theexercise period.
7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of the Bank and ending on the date on which ten (10) days have elapsed since the start dateof the period. However, even if a Share Acquisition Right Holder holds the office of director, he/she is entitled toexercise his/her share acquisition rights on and after the date on which the exercise period for the share acquisitionrights allotted to him/her will expire in less than three hundred and sixty-five (365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director within one (1) year from the date ofallotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of the Bank on any of the following grounds:
A. A material violation of law, or activities breaching any of the Bank’s policies due to intent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of theBank, without the consent of the Bank’s representative.
C. Divulgence of the Bank’s important secrets, or provision or acceptance of gifts in large amounts in connection withhis/her duties, or disgrace on the Bank, or activities causing considerable loss to the Bank.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Bank and the Share Acquisition Right Holder, or the Bank’s Board of Directors finds that the
Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with the Bank.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Bank.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Bank and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights―150―

In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Bank without compensation at any time during the exercise period for the share acquisition rights specified in
section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a merger in which the Bank is the merged company, except where the merger
agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a share exchange or share transfer in which the Bank is the wholly-owned
subsidiary, except where the share exchange agreement or share transfer plan, as the case may be, provides that shareacquisition rights of the company which becoming the wholly-owning parent company will be delivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Bank’s Board of
Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance upon the exercise of share acquisition rights, the stated capital shall increase by the amountcalculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Bank’s merger (only if the Bank becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered―151―

The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.
(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End

―152―

Exhibit 2-(6)-2 to the Share Transfer Plan
Details of Shizuoka Financial Group, Inc. Sixth Series of Share Acquisition Rights
1.

Name of share acquisition rights

Shizuoka Financial Group, Inc. Sixth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Company’s common stock. The total
number of shares of the Company’s common stock to be newly issued or instead be transferred upon the exercise of one
share acquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Company’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Company’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Company may adjust the number of sharessubject to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditionsof the Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
No payment of money shall be required.

4.

Date of allocation of share acquisition rights
October 3, 2022

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period from October 3, 2022 to July 24, 2037. However,if the last day of the exercise period falls upon the Company’s holiday, the preceding business day shall be the last dayof the exercise period.

―153―

7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of The Shizuoka Bank, Ltd. and ending on the date on which ten (10) days have elapsed
since the start date of the period. However, even if a Share Acquisition Right Holder holds the office of director of The
Shizuoka Bank, Ltd., he/she is entitled to exercise his/her share acquisition rights on and after the date on which theexercise period for the share acquisition rights allotted to him/her will expire in less than three hundred and sixty-five(365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director of The Shizuoka Bank, Ltd. withinone (1) year from the date of allotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of The Shizuoka Bank, Ltd. on any of thefollowing grounds:
A. A material violation of law, or activities breaching any of the Company’s or The Shizuoka Bank, Ltd.’s policies due tointent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of The
Shizuoka Bank, Ltd. without the consent of the Company’s and The Shizuoka Bank, Ltd.’s representatives.
C. Divulgence of the Company’s or The Shizuoka Bank Ltd.’s important secrets, or provision or acceptance of gifts inlarge amounts in connection with his/her duties, or disgrace on the Company or The Shizuoka Bank, Ltd., or activities
causing considerable loss to the Company or The Shizuoka Bank, Ltd.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Company and the Share Acquisition Right Holder, or the Company’s Board of Directors findsthat the Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with
the Company or The Shizuoka Bank, Ltd.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Company.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

―154―

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share
Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
(5)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Company and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Company without compensation at any time during the exercise period for the share acquisition rights specified
in section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a merger in which the Company is the merged company, except
where the merger agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a share exchange or share transfer in which the Company is thewholly-owned subsidiary, except where the share exchange agreement or share transfer plan, as the case may be,provides that share acquisition rights of the company which becoming the wholly-owning parent company will bedelivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Company’s Boardof Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Company’s merger (only if the Company becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)―155―

through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End
―156―

Exhibit 2-(7)-1 to the Share Transfer Plan
Details of The Shizuoka Bank, Ltd. Seventh Series of Share Acquisition Rights
1.

Name of share acquisition rights

The Shizuoka Bank, Ltd. Seventh Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Bank’s common stock. The total numberof shares of the Bank’s common stock to be newly issued or instead be transferred upon the exercise of one shareacquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Bank’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Bank’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Bank may adjust the number of shares subject
to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditions of the
Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
The amount to be paid in shall be the value of the share acquisition rights computed by the Black-Scholes model on
the date of allotment of the share acquisition rights. Persons to whom share acquisition rights are allotted (“Share
Acquisition Right Holders”) shall set off their claims for compensation payable by the Bank against their obligations to
pay the amount to be paid in.

4.

Date of allocation of share acquisition rights
July 23, 2013

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights―157―

The share acquisition rights shall be exercisable during the period from July 24, 2013 to July 23, 2038. However, if
the last day of the exercise period falls upon the Bank’s holiday, the preceding business day shall be the last day of theexercise period.
7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of the Bank and ending on the date on which ten (10) days have elapsed since the start dateof the period. However, even if a Share Acquisition Right Holder holds the office of director, he/she is entitled toexercise his/her share acquisition rights on and after the date on which the exercise period for the share acquisitionrights allotted to him/her will expire in less than three hundred and sixty-five (365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director within one (1) year from the date ofallotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of the Bank on any of the following grounds:
A. A material violation of law, or activities breaching any of the Bank’s policies due to intent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of theBank, without the consent of the Bank’s representative.
C. Divulgence of the Bank’s important secrets, or provision or acceptance of gifts in large amounts in connection withhis/her duties, or disgrace on the Bank, or activities causing considerable loss to the Bank.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Bank and the Share Acquisition Right Holder, or the Bank’s Board of Directors finds that the
Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with the Bank.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Bank.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Bank and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights―158―

In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Bank without compensation at any time during the exercise period for the share acquisition rights specified in
section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a merger in which the Bank is the merged company, except where the merger
agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a share exchange or share transfer in which the Bank is the wholly-owned
subsidiary, except where the share exchange agreement or share transfer plan, as the case may be, provides that shareacquisition rights of the company which becoming the wholly-owning parent company will be delivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Bank’s Board of
Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance upon the exercise of share acquisition rights, the stated capital shall increase by the amountcalculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Bank’s merger (only if the Bank becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered―159―

The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.
(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End

―160―

Exhibit 2-(7)-2 to the Share Transfer Plan
Details of Shizuoka Financial Group, Inc. Seventh Series of Share Acquisition Rights
1.

Name of share acquisition rights

Shizuoka Financial Group, Inc. Seventh Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Company’s common stock. The total
number of shares of the Company’s common stock to be newly issued or instead be transferred upon the exercise of one
share acquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Company’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Company’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Company may adjust the number of sharessubject to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditionsof the Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
No payment of money shall be required.

4.

Date of allocation of share acquisition rights
October 3, 2022

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period from October 3, 2022 to July 23, 2038. However,if the last day of the exercise period falls upon the Company’s holiday, the preceding business day shall be the last dayof the exercise period.

―161―

7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of The Shizuoka Bank, Ltd. and ending on the date on which ten (10) days have elapsed
since the start date of the period. However, even if a Share Acquisition Right Holder holds the office of director of The
Shizuoka Bank, Ltd., he/she is entitled to exercise his/her share acquisition rights on and after the date on which theexercise period for the share acquisition rights allotted to him/her will expire in less than three hundred and sixty-five(365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director of The Shizuoka Bank, Ltd. withinone (1) year from the date of allotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of The Shizuoka Bank, Ltd. on any of thefollowing grounds:
A. A material violation of law, or activities breaching any of the Company’s or The Shizuoka Bank, Ltd.’s policies due tointent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of The
Shizuoka Bank, Ltd. without the consent of the Company’s and The Shizuoka Bank, Ltd.’s representatives.
C. Divulgence of the Company’s or The Shizuoka Bank Ltd.’s important secrets, or provision or acceptance of gifts inlarge amounts in connection with his/her duties, or disgrace on the Company or The Shizuoka Bank, Ltd., or activities
causing considerable loss to the Company or The Shizuoka Bank, Ltd.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Company and the Share Acquisition Right Holder, or the Company’s Board of Directors findsthat the Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with
the Company or The Shizuoka Bank, Ltd.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Company.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

―162―

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share
Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
(5)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Company and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Company without compensation at any time during the exercise period for the share acquisition rights specified
in section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a merger in which the Company is the merged company, except
where the merger agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a share exchange or share transfer in which the Company is thewholly-owned subsidiary, except where the share exchange agreement or share transfer plan, as the case may be,provides that share acquisition rights of the company which becoming the wholly-owning parent company will bedelivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Company’s Boardof Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Company’s merger (only if the Company becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)―163―

through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End
―164―

Exhibit 2-(8)-1 to the Share Transfer Plan
Details of The Shizuoka Bank, Ltd. Eighth Series of Share Acquisition Rights
1.

Name of share acquisition rights

The Shizuoka Bank, Ltd. Eighth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Bank’s common stock. The total numberof shares of the Bank’s common stock to be newly issued or instead be transferred upon the exercise of one shareacquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Bank’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Bank’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Bank may adjust the number of shares subject
to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditions of the
Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
The amount to be paid in shall be the value of the share acquisition rights computed by the Black-Scholes model on
the date of allotment of the share acquisition rights. Persons to whom share acquisition rights are allotted (“Share
Acquisition Right Holders”) shall set off their claims for compensation payable by the Bank against their obligations to
pay the amount to be paid in.

4.

Date of allocation of share acquisition rights
July 22, 2014

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights―165―

The share acquisition rights shall be exercisable during the period from July 23, 2014 to July 22, 2039. However, if
the last day of the exercise period falls upon the Bank’s holiday, the preceding business day shall be the last day of theexercise period.
7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of the Bank and ending on the date on which ten (10) days have elapsed since the start dateof the period. However, even if a Share Acquisition Right Holder holds the office of director, he/she is entitled toexercise his/her share acquisition rights on and after the date on which the exercise period for the share acquisitionrights allotted to him/her will expire in less than three hundred and sixty-five (365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director within one (1) year from the date ofallotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of the Bank on any of the following grounds:
A. A material violation of law, or activities breaching any of the Bank’s policies due to intent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of theBank, without the consent of the Bank’s representative.
C. Divulgence of the Bank’s important secrets, or provision or acceptance of gifts in large amounts in connection withhis/her duties, or disgrace on the Bank, or activities causing considerable loss to the Bank.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Bank and the Share Acquisition Right Holder, or the Bank’s Board of Directors finds that the
Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with the Bank.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Bank.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Bank and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights―166―

In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Bank without compensation at any time during the exercise period for the share acquisition rights specified in
section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a merger in which the Bank is the merged company, except where the merger
agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a share exchange or share transfer in which the Bank is the wholly-owned
subsidiary, except where the share exchange agreement or share transfer plan, as the case may be, provides that shareacquisition rights of the company which becoming the wholly-owning parent company will be delivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Bank’s Board of
Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance upon the exercise of share acquisition rights, the stated capital shall increase by the amountcalculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Bank’s merger (only if the Bank becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered―167―

The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.
(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End

―168―

Exhibit 2-(8)-2 to the Share Transfer Plan
Details of Shizuoka Financial Group, Inc. Eighth Series of Share Acquisition Rights
1.

Name of share acquisition rights

Shizuoka Financial Group, Inc. Eighth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Company’s common stock. The total
number of shares of the Company’s common stock to be newly issued or instead be transferred upon the exercise of one
share acquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Company’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Company’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Company may adjust the number of sharessubject to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditionsof the Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
No payment of money shall be required.

4.

Date of allocation of share acquisition rights
October 3, 2022

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period from October 3, 2022 to July 22, 2039. However,if the last day of the exercise period falls upon the Company’s holiday, the preceding business day shall be the last dayof the exercise period.

―169―

7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of The Shizuoka Bank, Ltd. and ending on the date on which ten (10) days have elapsed
since the start date of the period. However, even if a Share Acquisition Right Holder holds the office of director of The
Shizuoka Bank, Ltd., he/she is entitled to exercise his/her share acquisition rights on and after the date on which theexercise period for the share acquisition rights allotted to him/her will expire in less than three hundred and sixty-five(365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director of The Shizuoka Bank, Ltd. withinone (1) year from the date of allotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of The Shizuoka Bank, Ltd. on any of thefollowing grounds:
A. A material violation of law, or activities breaching any of the Company’s or The Shizuoka Bank, Ltd.’s policies due tointent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of The
Shizuoka Bank, Ltd. without the consent of the Company’s and The Shizuoka Bank, Ltd.’s representatives.
C. Divulgence of the Company’s or The Shizuoka Bank Ltd.’s important secrets, or provision or acceptance of gifts inlarge amounts in connection with his/her duties, or disgrace on the Company or The Shizuoka Bank, Ltd., or activities
causing considerable loss to the Company or The Shizuoka Bank, Ltd.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Company and the Share Acquisition Right Holder, or the Company’s Board of Directors findsthat the Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with
the Company or The Shizuoka Bank, Ltd.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Company.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

―170―

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share
Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
(5)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Company and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Company without compensation at any time during the exercise period for the share acquisition rights specified
in section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a merger in which the Company is the merged company, except
where the merger agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a share exchange or share transfer in which the Company is thewholly-owned subsidiary, except where the share exchange agreement or share transfer plan, as the case may be,provides that share acquisition rights of the company which becoming the wholly-owning parent company will bedelivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Company’s Boardof Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Company’s merger (only if the Company becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)―171―

through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End
―172―

Exhibit 2-(9)-1 to the Share Transfer Plan
Details of The Shizuoka Bank, Ltd. Ninth Series of Share Acquisition Rights
1.

Name of share acquisition rights

The Shizuoka Bank, Ltd. Ninth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Bank’s common stock. The total numberof shares of the Bank’s common stock to be newly issued or instead be transferred upon the exercise of one shareacquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Bank’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Bank’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Bank may adjust the number of shares subject
to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditions of the
Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
The amount to be paid in shall be the value of the share acquisition rights computed by the Black-Scholes model on
the date of allotment of the share acquisition rights. Persons to whom share acquisition rights are allotted (“Share
Acquisition Right Holders”) shall set off their claims for compensation payable by the Bank against their obligations to
pay the amount to be paid in.

4.

Date of allocation of share acquisition rights
July 21, 2015

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights―173―

The share acquisition rights shall be exercisable during the period from July 22, 2015 to July 21, 2040. However, if
the last day of the exercise period falls upon the Bank’s holiday, the preceding business day shall be the last day of theexercise period.
7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of the Bank and ending on the date on which ten (10) days have elapsed since the start dateof the period. However, even if a Share Acquisition Right Holder holds the office of director, he/she is entitled toexercise his/her share acquisition rights on and after the date on which the exercise period for the share acquisitionrights allotted to him/her will expire in less than three hundred and sixty-five (365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director within one (1) year from the date ofallotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of the Bank on any of the following grounds:
A. A material violation of law, or activities breaching any of the Bank’s policies due to intent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of theBank, without the consent of the Bank’s representative.
C. Divulgence of the Bank’s important secrets, or provision or acceptance of gifts in large amounts in connection withhis/her duties, or disgrace on the Bank, or activities causing considerable loss to the Bank.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Bank’s Board of Directors finds that the Share Acquisition Right Holder has committed activities that seriously
undermine the trust relationship with the Bank.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Bank.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share―174―

Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Bank without compensation at any time during the exercise period for the share acquisition rights specified in
section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a merger in which the Bank is the merged company, except where the merger
agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a share exchange or share transfer in which the Bank is the wholly-owned
subsidiary, except where the share exchange agreement or share transfer plan, as the case may be, provides that shareacquisition rights of the company which becoming the wholly-owning parent company will be delivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Bank’s Board of
Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of a reorganization
In the event of the Bank’s merger (only if the Bank becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (each, a “Reorganization”), share acquisition rights of
the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a) through (e)of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share Acquisition
Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of the Reorganization(“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining Share
Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly issued.
However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement, shareexchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that share―175―

acquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End

―176―

Exhibit 2-(9)-2 to the Share Transfer Plan
Details of Shizuoka Financial Group, Inc. Ninth Series of Share Acquisition Rights
1.

Name of share acquisition rights

Shizuoka Financial Group, Inc. Ninth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Company’s common stock. The total
number of shares of the Company’s common stock to be newly issued or instead be transferred upon the exercise of one
share acquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Company’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Company’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Company may adjust the number of sharessubject to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditionsof the Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
No payment of money shall be required.

4.

Date of allocation of share acquisition rights
October 3, 2022

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period from October 3, 2022 to July 21, 2040. However,if the last day of the exercise period falls upon the Company’s holiday, the preceding business day shall be the last dayof the exercise period.

―177―

7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of The Shizuoka Bank, Ltd. and ending on the date on which ten (10) days have elapsed
since the start date of the period. However, even if a Share Acquisition Right Holder holds the office of director of The
Shizuoka Bank, Ltd., he/she is entitled to exercise his/her share acquisition rights on and after the date on which theexercise period for the share acquisition rights allotted to him/her will expire in less than three hundred and sixty-five(365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director of The Shizuoka Bank, Ltd. withinone (1) year from the date of allotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of The Shizuoka Bank, Ltd. on any of thefollowing grounds:
A. A material violation of law, or activities breaching any of the Company’s or The Shizuoka Bank, Ltd.’s policies due tointent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of The
Shizuoka Bank, Ltd. without the consent of the Company’s and The Shizuoka Bank, Ltd.’s representatives.
C. Divulgence of the Company’s or The Shizuoka Bank Ltd.’s important secrets, or provision or acceptance of gifts inlarge amounts in connection with his/her duties, or disgrace on the Company or The Shizuoka Bank, Ltd., or activities
causing considerable loss to the Company or The Shizuoka Bank, Ltd.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Company and the Share Acquisition Right Holder, or the Company’s Board of Directors findsthat the Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with
the Company or The Shizuoka Bank, Ltd.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Company.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

―178―

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share
Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
(5)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Company and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Company without compensation at any time during the exercise period for the share acquisition rights specified
in section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a merger in which the Company is the merged company, except
where the merger agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a share exchange or share transfer in which the Company is thewholly-owned subsidiary, except where the share exchange agreement or share transfer plan, as the case may be,provides that share acquisition rights of the company which becoming the wholly-owning parent company will bedelivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Company’s Boardof Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Company’s merger (only if the Company becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)―179―

through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End
―180―

Exhibit 2-(10)-1 to the Share Transfer Plan
Details of The Shizuoka Bank, Ltd. Tenth Series of Share Acquisition Rights
1.

Name of share acquisition rights

The Shizuoka Bank, Ltd. Tenth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Bank’s common stock. The total numberof shares of the Bank’s common stock to be newly issued or instead be transferred upon the exercise of one shareacquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Bank’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Bank’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Bank may adjust the number of shares subject
to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditions of the
Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
The amount to be paid in shall be the value of the share acquisition rights computed by the Black-Scholes model on
the date of allotment of the share acquisition rights. Persons to whom share acquisition rights are allotted (“Share
Acquisition Right Holders”) shall set off their claims for compensation payable by the Bank against their obligations to
pay the amount to be paid in.

4.

Date of allocation of share acquisition rights
July 19, 2016

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights―181―

The share acquisition rights shall be exercisable during the period from July 20, 2016 to July 19, 2041. However, if
the last day of the exercise period falls upon the Bank’s holiday, the preceding business day shall be the last day of theexercise period.
7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of the Bank and ending on the date on which ten (10) days have elapsed since the start dateof the period. However, even if a Share Acquisition Right Holder holds the office of director, he/she is entitled toexercise his/her share acquisition rights on and after the date on which the exercise period for the share acquisitionrights allotted to him/her will expire in less than three hundred and sixty-five (365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director within one (1) year from the date ofallotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of the Bank on any of the following grounds:
A. A material violation of law, or activities breaching any of the Bank’s policies due to intent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of theBank, without the consent of the Bank’s representative.
C. Divulgence of the Bank’s important secrets, or provision or acceptance of gifts in large amounts in connection withhis/her duties, or disgrace on the Bank, or activities causing considerable loss to the Bank.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Bank’s Board of Directors finds that the Share Acquisition Right Holder has committed activities that seriously
undermine the trust relationship with the Bank.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Bank.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share―182―

Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Bank without compensation at any time during the exercise period for the share acquisition rights specified in
section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a merger in which the Bank is the merged company, except where the merger
agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a share exchange or share transfer in which the Bank is the wholly-owned
subsidiary, except where the share exchange agreement or share transfer plan, as the case may be, provides that shareacquisition rights of the company which becoming the wholly-owning parent company will be delivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Bank’s Board of
Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of a reorganization
In the event of the Bank’s merger (only if the Bank becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (each, a “Reorganization”), share acquisition rights of
the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a) through (e)of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share Acquisition
Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of the Reorganization(“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining Share
Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly issued.
However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement, shareexchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that share―183―

acquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End

―184―

Exhibit 2-(10)-2 to the Share Transfer Plan
Details of Shizuoka Financial Group, Inc. Tenth Series of Share Acquisition Rights
1.

Name of share acquisition rights

Shizuoka Financial Group, Inc. Tenth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Company’s common stock. The total
number of shares of the Company’s common stock to be newly issued or instead be transferred upon the exercise of one
share acquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Company’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Company’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Company may adjust the number of sharessubject to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditionsof the Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
No payment of money shall be required.

4.

Date of allocation of share acquisition rights
October 3, 2022

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period from October 3, 2022 to July 19, 2041. However,if the last day of the exercise period falls upon the Company’s holiday, the preceding business day shall be the last dayof the exercise period.

―185―

7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of The Shizuoka Bank, Ltd. and ending on the date on which ten (10) days have elapsed
since the start date of the period. However, even if a Share Acquisition Right Holder holds the office of director of The
Shizuoka Bank, Ltd., he/she is entitled to exercise his/her share acquisition rights on and after the date on which theexercise period for the share acquisition rights allotted to him/her will expire in less than three hundred and sixty-five(365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director of The Shizuoka Bank, Ltd. withinone (1) year from the date of allotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of The Shizuoka Bank, Ltd. on any of thefollowing grounds:
A. A material violation of law, or activities breaching any of the Company’s or The Shizuoka Bank, Ltd.’s policies due tointent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of The
Shizuoka Bank, Ltd. without the consent of the Company’s and The Shizuoka Bank, Ltd.’s representatives.
C. Divulgence of the Company’s or The Shizuoka Bank Ltd.’s important secrets, or provision or acceptance of gifts inlarge amounts in connection with his/her duties, or disgrace on the Company or The Shizuoka Bank, Ltd., or activities
causing considerable loss to the Company or The Shizuoka Bank, Ltd.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Company and the Share Acquisition Right Holder, or the Company’s Board of Directors findsthat the Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with
the Company or The Shizuoka Bank, Ltd.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Company.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

―186―

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share
Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
(5)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Company and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Company without compensation at any time during the exercise period for the share acquisition rights specified
in section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a merger in which the Company is the merged company, except
where the merger agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a share exchange or share transfer in which the Company is thewholly-owned subsidiary, except where the share exchange agreement or share transfer plan, as the case may be,provides that share acquisition rights of the company which becoming the wholly-owning parent company will bedelivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Company’s Boardof Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Company’s merger (only if the Company becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)―187―

through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End
―188―

Exhibit 2-(11)-1 to the Share Transfer Plan
Details of The Shizuoka Bank, Ltd. Eleventh Series of Share Acquisition Rights
1.

Name of share acquisition rights

The Shizuoka Bank, Ltd. Eleventh Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Bank’s common stock. The total numberof shares of the Bank’s common stock to be newly issued or instead be transferred upon the exercise of one shareacquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Bank’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Bank’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Bank may adjust the number of shares subject
to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditions of the
Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
The amount to be paid in shall be the value of the share acquisition rights computed by the Black-Scholes model on
the date of allotment of the share acquisition rights. Persons to whom share acquisition rights are allotted (“Share
Acquisition Right Holders”) shall set off their claims for compensation payable by the Bank against their obligations to
pay the amount to be paid in.

4.

Date of allocation of share acquisition rights
July 18, 2017

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights―189―

The share acquisition rights shall be exercisable during the period from July 19, 2017 to July 18, 2042. However, if
the last day of the exercise period falls upon the Bank’s holiday, the preceding business day shall be the last day of theexercise period.
7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of the Bank and ending on the date on which ten (10) days have elapsed since the start dateof the period. However, even if a Share Acquisition Right Holder holds the office of director, he/she is entitled toexercise his/her share acquisition rights on and after the date on which the exercise period for the share acquisitionrights allotted to him/her will expire in less than three hundred and sixty-five (365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director within one (1) year from the date ofallotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of the Bank on any of the following grounds:
A. A material violation of law, or activities breaching any of the Bank’s policies due to intent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of theBank, without the consent of the Bank’s representative.
C. Divulgence of the Bank’s important secrets, or provision or acceptance of gifts in large amounts in connection withhis/her duties, or disgrace on the Bank, or activities causing considerable loss to the Bank.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Bank’s Board of Directors finds that the Share Acquisition Right Holder has committed activities that seriously
undermine the trust relationship with the Bank.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Bank.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share―190―

Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Bank without compensation at any time during the exercise period for the share acquisition rights specified in
section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a merger in which the Bank is the merged company, except where the merger
agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a share exchange or share transfer in which the Bank is the wholly-owned
subsidiary, except where the share exchange agreement or share transfer plan, as the case may be, provides that shareacquisition rights of the company which becoming the wholly-owning parent company will be delivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Bank’s Board of
Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of a reorganization
In the event of the Bank’s merger (only if the Bank becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (each, a “Reorganization”), share acquisition rights of
the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a) through (e)of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share Acquisition
Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of the Reorganization(“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining Share
Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly issued.
However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement, shareexchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that share―191―

acquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End

―192―

Exhibit 2-(11)-2 to the Share Transfer Plan
Details of Shizuoka Financial Group, Inc. Eleventh Series of Share Acquisition Rights
1.

Name of share acquisition rights

Shizuoka Financial Group, Inc. Eleventh Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Company’s common stock. The total
number of shares of the Company’s common stock to be newly issued or instead be transferred upon the exercise of one
share acquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Company’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Company’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Company may adjust the number of sharessubject to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditionsof the Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
No payment of money shall be required.

4.

Date of allocation of share acquisition rights
October 3, 2022

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period from October 3, 2022 to July 18, 2042. However,if the last day of the exercise period falls upon the Company’s holiday, the preceding business day shall be the last dayof the exercise period.

―193―

7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of The Shizuoka Bank, Ltd. and ending on the date on which ten (10) days have elapsed
since the start date of the period. However, even if a Share Acquisition Right Holder holds the office of director of The
Shizuoka Bank, Ltd., he/she is entitled to exercise his/her share acquisition rights on and after the date on which theexercise period for the share acquisition rights allotted to him/her will expire in less than three hundred and sixty-five(365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director of The Shizuoka Bank, Ltd. withinone (1) year from the date of allotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of The Shizuoka Bank, Ltd. on any of thefollowing grounds:
A. A material violation of law, or activities breaching any of the Company’s or The Shizuoka Bank, Ltd.’s policies due tointent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of The
Shizuoka Bank, Ltd. without the consent of the Company’s and The Shizuoka Bank, Ltd.’s representatives.
C. Divulgence of the Company’s or The Shizuoka Bank Ltd.’s important secrets, or provision or acceptance of gifts inlarge amounts in connection with his/her duties, or disgrace on the Company or The Shizuoka Bank, Ltd., or activities
causing considerable loss to the Company or The Shizuoka Bank, Ltd.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Company and the Share Acquisition Right Holder, or the Company’s Board of Directors findsthat the Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with
the Company or The Shizuoka Bank, Ltd.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Company.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

―194―

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share
Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
(5)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Company and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Company without compensation at any time during the exercise period for the share acquisition rights specified
in section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a merger in which the Company is the merged company, except
where the merger agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a share exchange or share transfer in which the Company is thewholly-owned subsidiary, except where the share exchange agreement or share transfer plan, as the case may be,provides that share acquisition rights of the company which becoming the wholly-owning parent company will bedelivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Company’s Boardof Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Company’s merger (only if the Company becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)―195―

through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End
―196―

Exhibit 2-(12)-1 to the Share Transfer Plan
Details of The Shizuoka Bank, Ltd. Twelfth Series of Share Acquisition Rights
1.

Name of share acquisition rights

The Shizuoka Bank, Ltd. Twelfth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Bank’s common stock. The total numberof shares of the Bank’s common stock to be newly issued or instead be transferred upon the exercise of one shareacquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Bank’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Bank’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Bank may adjust the number of shares subject
to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditions of the
Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
The amount to be paid in shall be the value of the share acquisition rights computed by the Black-Scholes model on
the date of allotment of the share acquisition rights. Persons to whom share acquisition rights are allotted (“Share
Acquisition Right Holders”) shall set off their claims for compensation payable by the Bank against their obligations to
pay the amount to be paid in.

4.

Date of allocation of share acquisition rights
July 17, 2018

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights―197―

The share acquisition rights shall be exercisable during the period from July 18, 2018 to July 17, 2043. However, if
the last day of the exercise period falls upon the Bank’s holiday, the preceding business day shall be the last day of theexercise period.
7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of the Bank and ending on the date on which ten (10) days have elapsed since the start dateof the period. However, even if a Share Acquisition Right Holder holds the office of director, he/she is entitled toexercise his/her share acquisition rights on and after the date on which the exercise period for the share acquisitionrights allotted to him/her will expire in less than three hundred and sixty-five (365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director within one (1) year from the date ofallotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of the Bank on any of the following grounds:
A. A material violation of law, or activities breaching any of the Bank’s policies due to intent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of theBank, without the consent of the Bank’s representative.
C. Divulgence of the Bank’s important secrets, or provision or acceptance of gifts in large amounts in connection withhis/her duties, or disgrace on the Bank, or activities causing considerable loss to the Bank.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Bank’s Board of Directors finds that the Share Acquisition Right Holder has committed activities that seriously
undermine the trust relationship with the Bank.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Bank.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share―198―

Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Bank without compensation at any time during the exercise period for the share acquisition rights specified in
section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a merger in which the Bank is the merged company, except where the merger
agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a share exchange or share transfer in which the Bank is the wholly-owned
subsidiary, except where the share exchange agreement or share transfer plan, as the case may be, provides that shareacquisition rights of the company which becoming the wholly-owning parent company will be delivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Bank’s Board of
Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of a reorganization
In the event of the Bank’s merger (only if the Bank becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (each, a “Reorganization”), share acquisition rights of
the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a) through (e)of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share Acquisition
Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of the Reorganization(“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining Share
Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly issued.
However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement, shareexchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that share―199―

acquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End

―200―

Exhibit 2-(12)-2 to the Share Transfer Plan
Details of Shizuoka Financial Group, Inc. Twelfth Series of Share Acquisition Rights
1.

Name of share acquisition rights

Shizuoka Financial Group, Inc. Twelfth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Company’s common stock. The total
number of shares of the Company’s common stock to be newly issued or instead be transferred upon the exercise of one
share acquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Company’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Company’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Company may adjust the number of sharessubject to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditionsof the Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
No payment of money shall be required.

4.

Date of allocation of share acquisition rights
October 3, 2022

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period from October 3, 2022 to July 17, 2043. However,if the last day of the exercise period falls upon the Company’s holiday, the preceding business day shall be the last dayof the exercise period.

―201―

7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of The Shizuoka Bank, Ltd. and ending on the date on which ten (10) days have elapsed
since the start date of the period. However, even if a Share Acquisition Right Holder holds the office of director of The
Shizuoka Bank, Ltd., he/she is entitled to exercise his/her share acquisition rights on and after the date on which theexercise period for the share acquisition rights allotted to him/her will expire in less than three hundred and sixty-five(365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director of The Shizuoka Bank, Ltd. withinone (1) year from the date of allotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of The Shizuoka Bank, Ltd. on any of thefollowing grounds:
A. A material violation of law, or activities breaching any of the Company’s or The Shizuoka Bank, Ltd.’s policies due tointent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of The
Shizuoka Bank, Ltd. without the consent of the Company’s and The Shizuoka Bank, Ltd.’s representatives.
C. Divulgence of the Company’s or The Shizuoka Bank Ltd.’s important secrets, or provision or acceptance of gifts inlarge amounts in connection with his/her duties, or disgrace on the Company or The Shizuoka Bank, Ltd., or activities
causing considerable loss to the Company or The Shizuoka Bank, Ltd.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Company and the Share Acquisition Right Holder, or the Company’s Board of Directors findsthat the Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with
the Company or The Shizuoka Bank, Ltd.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Company.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

―202―

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share
Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
(5)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Company and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Company without compensation at any time during the exercise period for the share acquisition rights specified
in section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a merger in which the Company is the merged company, except
where the merger agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a share exchange or share transfer in which the Company is thewholly-owned subsidiary, except where the share exchange agreement or share transfer plan, as the case may be,provides that share acquisition rights of the company which becoming the wholly-owning parent company will bedelivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Company’s Boardof Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Company’s merger (only if the Company becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)―203―through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End
―204―

Exhibit 2-(13)-1 to the Share Transfer Plan
Details of The Shizuoka Bank, Ltd. Thirteenth Series of Share Acquisition Rights
1.

Name of share acquisition rights

The Shizuoka Bank, Ltd. Thirteenth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Bank’s common stock. The total numberof shares of the Bank’s common stock to be newly issued or instead be transferred upon the exercise of one shareacquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Bank’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Bank’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Bank may adjust the number of shares subject
to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditions of the
Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
The amount to be paid in shall be the value of the share acquisition rights computed by the Black-Scholes model on
the date of allotment of the share acquisition rights. Persons to whom share acquisition rights are allotted (“Share
Acquisition Right Holders”) shall set off their claims for compensation payable by the Bank against their obligations to
pay the amount to be paid in.

4.

Date of allocation of share acquisition rights
July 16, 2019

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights―205―

The share acquisition rights shall be exercisable during the period from July 17, 2019 to July 16, 2044. However, if
the last day of the exercise period falls upon the Bank’s holiday, the preceding business day shall be the last day of theexercise period.
7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of the Bank and ending on the date on which ten (10) days have elapsed since the start dateof the period. However, even if a Share Acquisition Right Holder holds the office of director, he/she is entitled toexercise his/her share acquisition rights on and after the date on which the exercise period for the share acquisitionrights allotted to him/her will expire in less than three hundred and sixty-five (365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director within one (1) year from the date ofallotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of the Bank on any of the following grounds:
A. A material violation of law, or activities breaching any of the Bank’s policies due to intent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of theBank, without the consent of the Bank’s representative.
C. Divulgence of the Bank’s important secrets, or provision or acceptance of gifts in large amounts in connection withhis/her duties, or disgrace on the Bank, or activities causing considerable loss to the Bank.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Bank’s Board of Directors finds that the Share Acquisition Right Holder has committed activities that seriously
undermine the trust relationship with the Bank.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Bank.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share―206―

Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Bank without compensation at any time during the exercise period for the share acquisition rights specified in
section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a merger in which the Bank is the merged company, except where the merger
agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Bank’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of Shareholders
is not required) approves a proposal for a share exchange or share transfer in which the Bank is the wholly-owned
subsidiary, except where the share exchange agreement or share transfer plan, as the case may be, provides that shareacquisition rights of the company which becoming the wholly-owning parent company will be delivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Bank’s Board of
Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of a reorganization
In the event of the Bank’s merger (only if the Bank becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (each, a “Reorganization”), share acquisition rights of
the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a) through (e)of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share Acquisition
Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of the Reorganization(“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining Share
Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly issued.
However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement, shareexchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that share―207―

acquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End

―208―

Exhibit 2-(13)-2 to the Share Transfer Plan
Details of Shizuoka Financial Group, Inc. Thirteenth Series of Share Acquisition Rights
1.

Name of share acquisition rights

Shizuoka Financial Group, Inc. Thirteenth Series of Share Acquisition Rights
2.

Class and number of shares subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Company’s common stock. The total
number of shares of the Company’s common stock to be newly issued or instead be transferred upon the exercise of one
share acquisition right (such issuance or transfer is hereinafter referred to as “Grant”) shall be 100 shares.
In the event of a stock split or consolidation of the Company’s common stock after the date of allotment of the shareacquisition rights, the number of shares subject to the share acquisition rights shall be adjusted using the following
formula. However, such adjustment shall be made only for the number of shares subject to the share acquisition rightsthat have not been exercised at that point in time, with any fraction less than one share resulting from such adjustment tobe discarded.
Number of shares after adjustment = Number of shares before adjustment x share split or consolidation ratio
In the event of the Company’s merger or company split (collectively, “Merger”) or allotment of shares without
contribution or any other event requiring an adjustment of the number of shares subject to the share acquisition rights,
in each case after the date of allotment of the share acquisition rights, the Company may adjust the number of sharessubject to the share acquisition rights to a reasonable extent by taking into account, among other things, the conditionsof the Merger or allotment of shares without contribution, as the case may be.

3.

Amount to be paid in for share acquisition rights
No payment of money shall be required.

4.

Date of allocation of share acquisition rights
October 3, 2022

5.

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights shall be the amount calculated
by setting the price per share to be Granted upon the exercise of the share acquisition rights at one (1) yen and by
multiplying this amount by the number of shares subject to the share acquisition rights.

6.

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period from October 3, 2022 to July 16, 2044. However,if the last day of the exercise period falls upon the Company’s holiday, the preceding business day shall be the last dayof the exercise period.

―209―

7.

Conditions for the exercise of share acquisition rights(1)

A Share Acquisition Right Holder shall be entitled to exercise his/her share acquisition rights only if such rights are
exercised at any time during the period beginning on the date immediately following the date on which he/she no longer
holds the office of director of The Shizuoka Bank, Ltd. and ending on the date on which ten (10) days have elapsed
since the start date of the period. However, even if a Share Acquisition Right Holder holds the office of director of The
Shizuoka Bank, Ltd., he/she is entitled to exercise his/her share acquisition rights on and after the date on which theexercise period for the share acquisition rights allotted to him/her will expire in less than three hundred and sixty-five(365) days.

(2)

A Share Acquisition Right Holder shall not be entitled to exercise his/her share acquisition rights in any of the following
events:(i)

The Share Acquisition Right Holder voluntarily resigns from the office of director of The Shizuoka Bank, Ltd. withinone (1) year from the date of allotment of the share acquisition rights.

(ii) The Share Acquisition Right Holder is removed from the office of director of The Shizuoka Bank, Ltd. on any of thefollowing grounds:
A. A material violation of law, or activities breaching any of the Company’s or The Shizuoka Bank, Ltd.’s policies due tointent or gross negligence.
B. Employment with, or appointment as an officer of, another company during his/her term of office as a director of The
Shizuoka Bank, Ltd. without the consent of the Company’s and The Shizuoka Bank, Ltd.’s representatives.
C. Divulgence of the Company’s or The Shizuoka Bank Ltd.’s important secrets, or provision or acceptance of gifts inlarge amounts in connection with his/her duties, or disgrace on the Company or The Shizuoka Bank, Ltd., or activities
causing considerable loss to the Company or The Shizuoka Bank, Ltd.
(iii) Article 331, paragraph (1), item (iii) or (iv) of the Companies Act applies to the Share Acquisition Right Holder.
(iv) The Share Acquisition Right Holder breaches any provision of the Share Acquisition Rights Allotment Agreement
executed between the Company and the Share Acquisition Right Holder, or the Company’s Board of Directors findsthat the Share Acquisition Right Holder has committed activities that seriously undermine the trust relationship with
the Company or The Shizuoka Bank, Ltd.
(v) The Share Acquisition Right Holder offers to relinquish all or part of his/her share acquisition rights using the form
prescribed by the Company.
(3)

When a Share Acquisition Right Holder exercises his/her share acquisition rights, he/she shall exercise all of the shareacquisition rights held by him/her at one time and shall not be entitled to exercise only a fraction of one share acquisitionright.

(4)

Exercise of rights by heirs(i)All persons who succeed by inheritance to a Share Acquisition Right Holder’s share acquisition rights (“Successors ofRights”) shall exercise their rights to the share acquisition rights jointly through a representative of the Successors ofRights. In such case, all Share Acquisition Rights held by the Successors of Rights shall be exercised together at one
time, with none of the Successors of Rights being entitled to exercise only a fraction of one share acquisition right.

―210―

(ii) The Successors of Rights shall be entitled to exercise the share acquisition rights inherited from the Share Acquisition
Right Holder only during the period beginning on the date immediately following the date of death of the Share
Acquisition Right Holder and ending on the date on which six (6) months have elapsed since the start date of the period.
(5)

All other conditions shall be subject to the provisions of the Share Acquisition Rights Allotment Agreement executed
between the Company and each Share Acquisition Right Holder.

8.

Matters concerning the acquisition of share acquisition rights
In any of the following events, the share acquisition rights held by a Share Acquisition Right Holder may be acquiredby the Company without compensation at any time during the exercise period for the share acquisition rights specified
in section 6 above:(1)

The Share Acquisition Right Holder is no longer entitled to exercise the share acquisition rights under the provisionsof section 7 above.

(2)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a merger in which the Company is the merged company, except
where the merger agreement provides that the surviving company’s share acquisition rights will be delivered.

(3)

The Company’s General Meeting of Shareholders (or Board of Directors if approval of the General Meeting of
Shareholders is not required) approves a proposal for a share exchange or share transfer in which the Company is thewholly-owned subsidiary, except where the share exchange agreement or share transfer plan, as the case may be,provides that share acquisition rights of the company which becoming the wholly-owning parent company will bedelivered.

9.

Restrictions on the transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the Company’s Boardof Directors.

10.

Matters concerning increase in stated capital and legal capital surplus in the case of issuance of shares upon theexercise of share acquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights, the stated capital will increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated pursuant to Article 17,
paragraph (1) of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen
resulting from the calculation to be rounded up to the nearest whole yen. The legal capital surplus shall increase as aresult of the exercise of share acquisition rights by that maximum amount of increase in stated capital minus the amountcredited to the stated capital.

11.

Treatment of share acquisition rights in case of reorganization
In the event of the Company’s merger (only if the Company becomes extinct as a result of the merger), absorption- or
incorporation-type company split, share exchange or share transfer (collectively, “Reorganization”), share acquisitionrights of the relevant stock company out of those stock companies set forth in Article 236, paragraph (1), item (viii) (a)―211―

through (e) of the Companies Act (each, the “Reorganized Company”), as the case may be, shall be delivered to all Share
Acquisition Right Holders (if any) who hold remaining share acquisition rights (if any) as of the effective date of theReorganization (“Remaining Share Acquisition Rights”), subject to the following conditions. In such case, the Remaining
Share Acquisition Rights shall be extinguished and share acquisition rights of the Reorganized Company shall be newly
issued. However, this is subject to the merger agreement, absorption- or incorporation-type company split agreement,
share exchange agreement or share transfer agreement, as the case may be, containing provisions to the effect that shareacquisition rights of the Reorganized Company shall be issued subject to the following conditions:(1)

Number of share acquisition rights of the Reorganized Company to be delivered
The same number as the number of Remaining Share Acquisition Rights held by the relevant Share Acquisition Right
Holders shall be delivered.

(2)

Class and number of shares of the Reorganized Company subject to share acquisition rights
The class of shares subject to the share acquisition rights shall be shares of the Reorganized Company’s common stock.
The number of shares to be Granted upon the exercise of the share acquisition rights shall be determined in line withsection 2 above by taking into account the conditions of the Reorganization, among other things.

(3)

Value of assets to be contributed upon the exercise of share acquisition rights
The value of assets to be contributed upon the exercise of the share acquisition rights to be delivered shall be theamount calculated by multiplying the post-reorganization exercise price specified below by the number of shares subject
to the share acquisition rights. The post-reorganization exercise price shall be one (1) yen per share of the ReorganizedCompany to be Granted upon the exercise of the share acquisition rights to be delivered.

(4)

Exercise period for share acquisition rights
The share acquisition rights shall be exercisable during the period beginning on the later of (i) the first day of theexercise period for share acquisition rights specified in section 6 above or (ii) the effective date of the Reorganization,and ending on the last day of the period specified in section 6 above.

(5)

Matters concerning the acquisition of share acquisition rights
To be determined in line with section 8 above.

(6)

Restrictions on transfer of share acquisition rights
Any acquisition of share acquisition rights by means of transfer shall be subject to approval of the ReorganizedCompany’s board of directors (or directors if the Reorganized Company is not a company with board of directors).

(7)

Matters concerning increase in stated capital and legal capital surplus resulting from issuance of shares upon theexercise of share acquisition rights
To be determined in line with section 10 above.

12.

Treatment of fractions
It the number of shares to be Granted to a Share Acquisition Right Holder include any fraction less than one (1) share,
the fraction shall be discarded.

End
―212―

Exhibit 3-(1) to the Share Transfer Plan
The Shizuoka Bank, Ltd.
Details of EUR/USD Denominated Convertible Bonds with Share Acquisition Rights Subject to Call Due
2023
1.

Name of bonds
The Shizuoka Bank, Ltd. EUR/USD Denominated Convertible Bonds with Share Acquisition Rights Subject to CallDue 2023 (“Bonds with Share Acquisition Rights,” with the bonds portion and the share acquisition rights portion of theBonds with Share Acquisition Rights being hereinafter referred to as the “Bonds” and the “Share Acquisition Rights,”
respectively).

2.

Matters concerning the Share Acquisition Rights(1)

Class, description, and number of shares subject to the Share Acquisition Rights
The class and description of shares subject to the Share Acquisition Rights shall be shares of the Bank’s common
stock (share unit number: 100 shares). The number of shares of the Bank’s common stock to be delivered by the Bank
upon the exercise of Share Acquisition Rights shall be the quotient obtained by dividing: (I) the total of the face valuesof the Bonds covered by the exercise request, by (II) the conversion price specified in (3) below. However, any fraction
less than one (1) share resulting from the exercise shall be discarded without any cash adjustment.

(2)

Total number of Share Acquisition Rights
The total of: (I) three thousand (3,000) units; and (II) the number of units calculated by dividing (i) the total of theface values of the Bonds represented by, if any, the Substitute Certificates of Bonds with Share Acquisition Rights(meaning certificates of bonds with share acquisition rights to be issued in the event of loss, theft or destruction of
Certificates of Bonds with Share Acquisition Rights (as defined in section 3 (7) below), subject to appropriate proof andcompensation; the same applies hereinafter), by (ii) one hundred thousand U.S. dollars (USD100,000).

(3)

Description and value of assets to be contributed upon the exercise of Share Acquisition Rights(A) Upon the exercise of a Share Acquisition Right, the Bond to which the Share Acquisition Right is attached shall becontributed. The value of such Bond shall be the same as its face amount.
(B)

The conversion price shall be USD13.876.

(C)

The conversion price shall be adjusted using the following formula if, after issuance of the Bonds with Share
Acquisition Rights, the Bank issues shares of the Bank’s common stock at a paid-in amount below the fair value ofthe Bank’s common stock or disposes of shares of the Bank’s common stock held by the Bank. In the formula below,“Number of existing issued shares” means the total number of issued shares (excluding those held by the Bank) of theBank’s common stock.

―213―

Conversion
Conversion
price after ＝ price before
adjustment
adjustment

Number of shares issued or disposed of x Paid-in amount per
Number ofexisting＋
shareissued shares
Fair value×

Number of existing issued shares + Number of shares issued or disposed of

The conversion price shall be adjusted as appropriate in the event of: a share split or share consolidation of theBank’s common stock; distribution of certain dividends of surplus; issuance of share acquisition rights (including
those attached to bonds with share acquisition rights) which entitle their holders to claim delivery of shares of theBank’s common stock at a price below the fair value of the Bank’s common stock; or occurrence of any of certain
other events.
(4) Increase in stated capital and legal capital surplus in the case of issuance of shares upon the exercise of Share
Acquisition Rights
In the case of issuance of shares upon the exercise of Share Acquisition Rights, the stated capital shall increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated as set forth in Article 17of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen resulting from thecalculation to be rounded up to the nearest whole yen. The amount of increase in legal capital surplus shall be thatmaximum amount of increase in stated capital minus the amount of increase in stated capital.
(5)

Exercise period for Share Acquisition Rights
The Share Acquisition Rights shall be exercisable during the period from February 8, 2018 to January 11, 2023 (local
time at the location where exercise requests are received). However, (I) in the case of early redemption of Bonds as
described in section 3 (4)(A) or (B) below, the exercise period shall end on the third (3rd) business day prior to the dateof redemption in Tokyo (except for Share Acquisition Rights, if any, which are attached to Bonds whose holder has
opted not to accept the early redemption as set forth in section 3 (4)(B) below or for which the Exercise Acquisition
Date (as defined in (7)(A) below) falls within the period from and including the second (2nd) business day prior to thedate of redemption in Tokyo to and excluding the date of redemption); (II) in the case of the Bank’s acquisition of
Bonds with Share Acquisition Rights as described in (7)(A) or (B) below, the exercise period shall end uponcancellation of the Bonds; (III) in the case of early redemption of Bonds as described in section 3 (4)(C), (D) or (E)below, the exercise period shall end on third (3rd) business day prior to the date of redemption in Tokyo (except for
Share Acquisition Rights, if any, which are attached to Bonds for which the Exercise Acquisition Date falls after thethird (3rd) business day prior to the date of redemption in Tokyo); (IV) in the case of purchase and cancellation of
Bonds as described in section 3 (5) below, the exercise period shall end upon cancellation of the Bonds; and (V) in thecase of acceleration of Bonds as described in section 3 (6) below, the exercise period shall end upon the acceleration. In
any of the cases listed above, no Share Acquisition Rights shall be exercisable after January 11, 2023 (local time at thelocation where exercise requests are received).
Notwithstanding the above, if the Deposit Date (as defined below) relevant to a request for exercise of Share
Acquisition Rights falls within the period beginning on the record date for payment of interest on the Bonds and endingon the Interest Payment Date (as defined in section 3 (2)(B) below), the Share Acquisition Rights shall not be―214―exercisable.
In the case of acquisition of Bonds with Share Acquisition Rights in response to a request for exercise of Share
Acquisition Rights as described in (7)(A) below, the Share Acquisition Rights attached to the Bonds with Share
Acquisition Rights shall not be exercisable at any time during the period from and excluding the Deposit Date to andincluding the Exercise Acquisition Date. In the case of acquisition of Bonds with Share Acquisition Rights remaining at
the Bank’s discretion as described in (7)(B) below, the Share Acquisition Rights shall not be exercisable at any time
during the period from and excluding October 25, 2022 to and including the Acquisition Due Date (as defined in (7)(B)
below). If reasonably deemed necessary by the Bank in order to implement the Bank’s Reorganization (as defined in
section 3 (4)(C) below), and: (I) if the Deposit Date is no later than October 25, 2022, the Share Acquisition Rights shallnot be exercisable during the period designated by the Bank and beginning on or after the thirty-fifth (35th) calendar day
prior to the date immediately preceding the business day in Tokyo immediately preceding the effective date of theReorganization and ending on or before the fourteenth (14th) day following the date immediately following the effective
date of the Reorganization; or (II) if the Deposit Date is no earlier than October 26, 2022, the Share Acquisition Rights
shall not be exercisable during the period of no more than thirty (30) days designated by the Bank and beginning on thedate immediately following the effective date of the Reorganization and ending on or before the fourteenth (14th) day
following the date immediately following the effective date of the Reorganization.
If the Deposit Date is no later than October 25, 2022, and: (I) if notice of a redemption is given pursuant to section 3(4)(A) or (B) below, the Share Acquisition Rights shall not be exercisable during the period from and including thethirty-fifth (35th) calendar day prior to the third (3rd) business day in Tokyo prior to the date of redemption to andincluding the date of redemption (except for Share Acquisition Rights, if any, which are attached to Bonds whose holder
has opted not to accept the early redemption as set forth in section 3 (4)(B) below); or (II) if notice of a redemption is
given pursuant to section 3 (4)(C), (D) or (E) below, the Share Acquisition Rights shall not be exercisable during theperiod from and excluding the third (3rd) business day in Luxembourg and Tokyo following the date of such notice of aredemption and to and including the date of redemption.
If the Deposit Date is no earlier than October 26, 2022 and if the calendar day in Japan on which the exercise of the
Share Acquisition Rights becomes effective (or the following business day in Tokyo if such calendar day is not abusiness day in Tokyo) falls within the period beginning on the second (2nd) business day in Japan prior to the record
date set by the Bank or any other date set to determine shareholders in connection with Article 151, paragraph (1) of the
Act on Book-Entry Transfer of Corporate Bonds and Shares (collectively with the record date set by the Bank, the“Shareholder Determination Date”) (or the third (3rd) business day in Tokyo prior to the Shareholder Determination
Date if the Shareholder Determination Date is not a business day in Tokyo) and ending on such Shareholder
Determination Date (or the following business day in Tokyo if the Shareholder Determination Date is not a business day
in Tokyo), the Share Acquisition Rights shall not be exercisable. However, in the event of changes in Japanese laws,
regulations or customs relating to the delivery of shares involved in the exercise of share acquisition rights through thetransfer system under the Act on Book-Entry Transfer of Corporate Bonds and Shares, the Bank may modify the
restrictions on the exercise period for Share Acquisition Rights set forth in this paragraph to reflect such changes.
“Deposit Date” means the date on which the Certificates of Bonds with Share Acquisition Rights and otherdocuments necessary for a request for the exercise of Share Acquisition Rights have been deposited with the agent for―215―

payment and receipt of requests for exercise of share acquisition rights specified in section 3 (9) below and on which allother conditions for a request for exercise of Share Acquisition Rights (including the conditions specified in (6) below)
have been satisfied.
(6)

Other conditions for the exercise of Share Acquisition Rights(A)

No partial exercise of a Share Acquisition Right shall be allowed.

(B) Until October 25, 2022, the holders of the Bonds with Share Acquisition Rights shall be entitled to exercise their
Share Acquisition Rights: (I) only if (i) the amount calculated by (a) converting the Closing Price (as defined below)of the Bank’s common stock on each of the twenty (20) consecutive Trading Days (as defined below) ending on thelast Trading Day of a quarter to U.S. dollar at the Exchange Rate (as defined below) on the same each Trading Day,and (b) rounding the resulting U.S. dollar amount to three decimal places, exceeds (ii) the amount (rounded to threedecimal places) calculated by multiplying (a) the conversion price applicable to such last Trading Day by (b) the
conversion restriction level applicable to the relevant quarter as specified in the table below; and (II) only during theperiod beginning on the first day of the following quarter (or February 8, 2018 in case of the quarter beginning on
January 1, 2018) and ending on the last day of the same quarter (or October 25, 2022 in case of the quarter beginningon October 1, 2022).
Quarters

Conversion restriction level

Quarters ending no later than December 31, 2018200%

Quarters in 2019180%

Quarters in 2020

160%

Quarters in 2021

140%

Quarters in 2022

130%

However, the conditions for the exercise of Share Acquisition Rights set forth in this item (B) shall not apply during
the periods specified in (I), (II), and (III) below:(I) Any period during which: (ⅰ) the Bank’s long-term senior debt is rated below Baa3 by Moody’s Japan K.K. or its
successor rating agency (collectively, “Moody’s”), or such rating is suspended or withdrawn, or such rating is nolonger assigned by Moody’s; (ⅱ) the Bank’s long-term senior debt is rated below BBB- by S&P Global Rating Japan
Inc. or its successor rating agency (collectively, “S&P”), or such rating is suspended or withdrawn, or such rating is nolonger assigned by S&P; and (ⅲ) the Bank’s long-term senior debt is rated below BBB- by Rating and Investment
Information, Inc. or its successor rating agency (collectively, “R&I”), or such rating is suspended or withdrawn, or
such rating is no longer assigned by R&I.
(II) Any period on and after the day on which the Bank gives notice of an early redemption as described in section 3 (4)below to the holders of the Bonds with Share Acquisition Rights and the trustee company (except for Share
Acquisition Rights, if any, which are attached to Bonds whose holder has opted not to accept the early redemption as
set forth in section 3 (4)(B) below).
(III) Any period (i) from and including the date on which the Bank gives notice of a Reorganization to the holders of the―216―

Bonds with Share Acquisition Rights pursuant to the terms and conditions of the Bonds with Share Acquisition Rights(ii) to and including the effective date of the Reorganization, unless the Bank prohibits the exercise of Share
Acquisition Rights as set forth in (5) above.
“Trading Day” means any day on which Tokyo Stock Exchange, Inc. is open for business and does not include any
day on which no Closing Price is published.
“Closing Price” of the Bank’s common stock on a certain day means the last price at which the Bank’s common stock
trades during the regular trading session at Tokyo Stock Exchange, Inc. on that day.
“Exchange Rate” on a certain day means the spot foreign exchange rate for that day and is set at the middle rate of the
USD/JPY spot foreign exchange rate on the Reuters Screen Page “JPNU” (or its replacement page, if any, displaying
the USD/JPY exchange rate) as at 3:00 p.m. (Japan time) on that day. If such rate is not displayed on the Reuters
Screen Page, “Exchange Rate” means the rate determined in good faith and commercially reasonably by the agent for
payment and receipt of requests for exercise of share acquisition rights specified in section 3 (9) below.
(C)

Until October 25, 2022, the holders of the Bonds with Share Acquisition Rights shall be entitled to exercise their
Share Acquisition Rights only if (I) the amount calculated by (i) converting the most recent Closing Price of theBank’s common stock available on the Deposit Date to U.S. dollar at the Exchange Rate on such Deposit Date, and(ii) rounding the resulting U.S. dollar amount to three decimal places, does not fall below (II) the conversion priceapplicable to such Deposit Date.

(7)

Acquisition of Bonds with Share Acquisition Rights by the Bank(A)

Acquisition of Bonds with Share Acquisition Rights in response to requests for exercise of Share Acquisition Rights
If the Deposit Date relevant to Share Acquisition Rights whose exercise is requested by a holder of Bonds with
Share Acquisition Rights falls within the period specified in (5) above and is no later than October 25, 2022, the Bank
shall, on the thirty-fifth (35th) calendar day following such Deposit Date (such calendar day, the “Exercise Acquisition
Date”), acquire all Bonds with Share Acquisition Rights for which the requirements for an exercise request have beensatisfied on the Deposit Date, and shall deliver the Exercise Acquisition Delivery Assets (as defined below) to theholder of the Bonds with Share Acquisition Rights in exchange for the Bonds with Share Acquisition Rights soacquired by the Bank.
“Exercise Acquisition Delivery Assets” means, for each Bond with Share Acquisition Rights: (I) the sum of money
equivalent to the face value of the Bond; and (II) such number of shares of the Bank’s common stock as is obtained by(i) subtracting (a) the amount equivalent to the face value of the Bond from (b) the Exercise Acquisition Conversion
Value (as defined below), and (only if the result is a positive value) (ii) dividing the balance by the Exercise
Acquisition Average VWAP Per Share (as defined below), followed by (iii) discarding any fraction less than one (1)share, without any cash adjustment.
“Exercise Acquisition Average VWAP Per Share” means the average (rounded to three decimal places) of theamounts calculated by: (I) converting (i) the respective volume weighted average prices (“VWAP”) of the Bank’scommon stock published by Tokyo Stock Exchange, Inc. on the Trading Days during the period of ten (10)consecutive Trading Days from and including the second (2nd) Trading Day following the Deposit Date (such period,
the “Exercise Acquisition-Related VWAP Period”), to (ii) U.S. dollar at the respective Exchange Rates on those―217―

Trading Days; and (II) rounding the resulting U.S. dollar amounts to three decimal places. As per the terms andconditions of the Bonds with Share Acquisition Rights, if any of the events requiring adjustment of the conversion
price as set forth in (3)(C) above arises, the Exercise Acquisition Average VWAP Per Share shall also be adjusted as
appropriate.
“Exercise Acquisition Conversion Value” means the value calculated by the following formula:
Face value of a Bond
Conversion Price on Exercise
Acquisition Last Day×

Exercise Acquisition Average VWAP Per ShareIn the above formula, “Conversion Price on Exercise Acquisition Last Day” means the conversion price on the last
day of the Exercise Acquisition-Related VWAP Period. As per the terms and conditions of the Bonds with Share
Acquisition Rights, if any of the events requiring adjustment of the conversion price as set forth in (3)(C) above arises,
the Conversion Price on Exercise Acquisition Last Day shall also be adjusted as appropriate.
(B)

Acquisition of remaining Bonds with Share Acquisition Rights at the Bank’s discretion
At any time during the period from January 25, 2022 to October 11, 2022, the Bank shall be entitled to give theholders of Bonds with Share Acquisition Rights and the trustee company notice to the effect that the Bank will acquireall (but not part) of the Bonds with Share Acquisition Rights remaining as of January 5, 2023 (the “Acquisition Due
Date”) (“Acquisition Notice”).
On the Acquisition Due Date, the Bank shall acquire all of such Bonds with Share Acquisition Rights and shalldeliver the Delivery Assets (as defined below) to the holders of the Bonds with Share Acquisition Rights in exchange
for the Bonds with Share Acquisition Rights so acquired by the Bank. In such case, the Bank shall pay accrued interest
up to, but not including, the Acquisition Due Date.
The Bank’s acquisition of the Bonds with Share Acquisition Rights under this paragraph (B) shall be subject to the
Bank’s common stock being listed on Tokyo Stock Exchange, Inc. on the Acquisition Due Date.
If the Bank gives notice of an early redemption pursuant to section 3 (4)(A) or (B) below, or if the Bank is required togive notice of an early redemption under section 3 (4)(C) or (E) below, or if the events set forth in section 3 (4)(D)(i)through (iv) occur, the Bank shall not thereafter be entitled to give Acquisition Notice under this paragraph (B).
“Delivery Assets” means, for each Bond with Share Acquisition Rights: (I) the sum of money equivalent to the facevalue of the Bond; and (II) such number of shares of the Bank’s common stock as is obtained by (i) subtracting (a) theamount equivalent to the face value of the Bond from (b) the Conversion Value (as defined below), and (only if theresult is a positive value) (ii) dividing the balance by the Average VWAP Per Share (as defined below), followed by(iii) discarding any fraction less than one (1) share, without any cash adjustment.
“Average VWAP Per Share” means the average (rounded to three decimal places) of the amounts calculated by: (I)converting (i) the respective VWAP of the Bank’s common stock published by Tokyo Stock Exchange, Inc. on the
Trading Days during the period of twenty (20) consecutive Trading Days beginning on the thirtieth (30th) Trading Day
prior to the Acquisition Due Date, to (ii) U.S. dollar at the respective Exchange Rates on those Trading Days; and (II)―218―

rounding the resulting U.S. dollar amounts to three decimal places. If, during those twenty (20) consecutive TradingDays, any of the events requiring adjustment of the conversion price as set forth in (3)(C) above arises, the Average
VWAP Per Share shall also be adjusted as appropriate pursuant to the terms and conditions of the Bonds with Share
Acquisition Rights.
“Conversion Value” means the value calculated by the following formula:
Face value of each Bond×Average VWAP Per Share

Conversion Price on Last Day
In the above formula, “Conversion Price on Last Day” means the conversion price on the last day of the twenty (20)consecutive Trading Days beginning on the thirtieth (30th) Trading Day prior to the Acquisition Due Date.
(C) As per the terms and conditions of the Bonds with Share Acquisition Rights, the Bank shall cancel the Bonds with
Share Acquisition Rights acquired pursuant to the acquisition clause set forth in (A) or (B) above.
(8)

Delivery of share acquisition rights by the Successor Company in case of the Bank’s Reorganization(A)

In the event of a Reorganization, the Bank shall use its best efforts to have the Successor Company (as defined below)
succeed to the Bank’s status as the principal debtor of the Bonds with Share Acquisition Rights and deliver new shareacquisition rights in lieu of the Share Acquisition Rights, pursuant to the terms and conditions of the Bonds with
Share Acquisition Rights. However, such succession and delivery shall be subject to the preconditions: (I) that they
are feasible under law applicable at the time; (II) that mechanisms for such succession and delivery have already beendeveloped or can be developed; and (III) that the Bank or the Successor Company is able to carry them out without
bearing expenses (including taxes) that are unreasonable (as judged by the Bank) in light of the whole
Reorganization. In such case, the Bank shall use its best efforts to ensure that the Successor Company will be a listedcompany in Japan on the effective date of the Reorganization. The Bank’s obligations to use efforts set forth in thisparagraph (A) shall not apply if the Bank issues the trustee company with the certificate set forth in section 3(4)(C)(b) below.
“Successor Company” means the other party to a Reorganization and is the company that assumes the Bank’s
obligations related to the Bonds with Share Acquisition Rights and/or the Share Acquisition Rights.

(B)

The details of share acquisition rights of the Successor Company to be delivered pursuant to the provisions of (A)above shall be as follows:(I) Number of share acquisition rights
The same as the number of Share Acquisition Rights attached to the Bonds with Share Acquisition Rights remaining
immediately before the effective date of the Reorganization.
(II) Class of shares subject to share acquisition rights
Shares of the Successor Company’s common stock.
(III) Number of shares subject to share acquisition rights
The number of shares of the Successor Company’s common stock to be delivered upon the exercise of share―219―

acquisition rights of the Successor Company shall be determined by the Successor Company by taking into account,among other things, the conditions of the Reorganization, and based on the terms and conditions of the Bonds with
Share Acquisition Rights, and shall also be pursuant to (i) or (ii) below. The conversion price shall be subject toadjustments equivalent to those described in (3)(C) above.
(ⅰ) In case of a merger, share exchange or share transfer, the conversion price shall be determined such that it allows
the holders of such number of shares of the Bank’s common stock as would be obtained if the Share Acquisition
Rights were exercised immediately before the effective date of the relevant Reorganization to receive such number ofshares of the Successor Company’s common stock as would be received in the Reorganization if their shareacquisition rights of the Successor Company are exercised immediately after the effective date of the Reorganization.
If any securities or other assets other than shares of the Successor Company’s common stock are to be delivered upon
the Reorganization, the Successor Company shall ensure that such number of shares of its common stock as is equal to
the number obtained by dividing the value of such securities or other assets by the fair value of the Successor
Company’s common stock will also be available for receipt.
(ⅱ) In case of a Reorganization other than the above, the conversion price shall be determined such that it allows
economic benefits equivalent to those that would be received by the holders of the Bonds with Share Acquisition
Rights if the Share Acquisition Rights were exercised immediately before the effective date of the Reorganization to
be received by these holders if their share acquisition rights of the Successor Company are exercised immediately after
the effective date of the Reorganization.
(IV) Nature and value of assets to be contributed upon the exercise of share acquisition rights
Upon the exercise of share acquisition rights of the Successor Company, the succeeded Bonds shall be contributed.
The value of such Bonds shall be the same as the face value of the succeeded Bonds.
(V) Exercise period for share acquisition rights
The share acquisition rights shall be exercisable from the effective date of the Reorganization (or any day within
fourteen (14) days after such date depending on the circumstances) and for the exercise period for the Share
Acquisition Rights set forth in (5) above.
(VI) Other conditions for the exercise of share acquisition rights
No partial exercise of a share acquisition right of the Successor Company shall be allowed. The exercise of shareacquisition rights of the Successor Company shall be subject to the same restrictions as those set forth in (6)(B) and(C) above.
(VII) Acquisition of bonds with share acquisition rights by the Successor Company
The Successor Company may acquire its share acquisition rights and succeeded bonds in the same manners as set forthin (7)(A) and (7)(B) above.
(VIII) Increase in stated capital and legal capital surplus in the case of issuance of shares upon the exercise of shareacquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights of the Successor Company, the statedcapital shall increase by the amount calculated by multiplying the maximum amount of increase in stated capital―220―

calculated as set forth in Article 17 of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction
less than one (1) yen resulting from the calculation to be rounded up to the nearest whole yen. The amount of increasein legal capital surplus shall be that maximum amount of increase in stated capital minus the amount of increase instated capital.
(IX) Reorganization
In the event of a Reorganization of the Successor Company, the share acquisition rights of the Successor Company
shall be treated in the same manner as in the case of the Bonds with Share Acquisition Rights(X) Other matters
Any fraction less than one (1) share resulting from the exercise of share acquisition rights of the Successor Company
shall be discarded without any cash adjustment. No share acquisition rights of the Successor Company may betransferred separately from succeeded Bonds.
(C)

If the Bank causes or permits the Successor Company to assume or succeed to the Bank’s obligations under the Bonds
and the trust deed pursuant to the provisions of (A) above, the Bank shall provide guarantee in certain cases set forthin, and otherwise comply with, the terms and conditions of the Bonds with Share Acquisition Rights.

3.

Matters concerning the Bonds(1)

Total amount of the Bonds
The total of: (A) three hundred million U.S. dollars (USD300,000,000); and (B) the total face value of the Bonds
represented by, if any, the Substitute Certificates of Bonds with Share Acquisition Rights.

(2)
(A)

Interest rate of the Bonds and method and due dates of interest payment
Interest rate
The (annual) interest rate shall apply to the face value of the Bonds at the rate of 3-Month USD LIBOR minus zero
point five percent (0.5%). However, such interest rate shall not fall below zero percent (0%) per annum.

(B)

Method and due dates of interest payment
Interest on the Bonds shall be paid on a quarterly basis in arrears on January 25, April 25, July 25, and October 25(or, if any of these days is not a Business Day (as defined below), the following Business Day [or, if the following
Business Day belongs to the following month, the preceding Business Day]) each year (each of these dates, an“Interest Payment Date”). A Bond shall bear no interest on or after: (I) the Interest Payment Date immediately before
the Deposit Date if a request for exercise of the Share Acquisition Rights attached to the Bond is made and if the
Deposit Date is no later than October 25, 2022 (or, if no such Interest Payment Date exists, on or after January 25,2018); (II) the Interest Payment Date immediately before the calendar day in Japan on which exercise of the Share
Acquisition Rights attached to the Bond becomes effective, if a request for exercise of such Share Acquisition Rights ismade and if the Deposit Date is no earlier than October 26, 2022; (III) the Acquisition Due Date if the remaining
Bonds with Share Acquisition Rights are acquired by the Bank at its discretion; or (IV) the date of redemption if theBonds are redeemed. However, this does not apply if any payment related to Bonds is unreasonably withheld or―221―refused despite due presentation of the Bonds.
In this paragraph (2), “Business Day” means any day on which U.S. dollar deposits are processed in the London
interbank market and on which commercial banks and foreign exchange markets are open for business in London and(if any payment is made on such day) New York City and Tokyo.
(3)

Maturity redemption of the Bonds
The Bonds shall be redeemed at one hundred percent (100%) of their face value on January 25, 2023 (or, if this date is
not an Interest Payment Date, the Interest Payment Date closest to that date) (the “Maturity Date”).

(4)
(A)

Early redemption of the Bonds
Early redemption under a clean-up clause
If, at any time before notice of an early redemption is given under this item (A), the aggregate amount of the facevalue of the remaining Bonds falls below ten percent (10%) of the total face value of the Bonds at issuance, the Bank
may, upon no less than forty-five (45) days but no more than sixty (60) days prior notice to the holders of Bonds with
Share Acquisition Rights and to the trustee company, make an early redemption of all (but not part) of the remaining
Bonds by setting the redemption date on any Interest Payment Date and by paying one hundred percent (100%) of theface value of the Bonds plus interest thereon up to and not including the redemption date. However, (I) if the Bank is
obligated to give notice of an early redemption under (C) or (E) below, or (II) if the events set forth in (D)(i) through(iv) below occur, or (III) if the Bank gives an Acquisition Notice in accordance with section 2 (7)(B) above, then the
Bank may no longer give notice of an early redemption pursuant to this item (A).

(B)

Early redemption due to changes in the taxation systemIf, due to changes in the Japanese taxation system or for such other reasons, the Bank convinces the trustee company
that the Bank has an obligation to pay additional amounts as set forth in the terms and conditions of the Bonds with
Share Acquisition Rights, and that the Bank’s taking reasonable measures will not allow the Bank to avoid theobligation to pay such additional amounts, the Bank may, upon no less than forty-five (45) days but no more than sixty(60) days prior notice to the holders of Bonds with Share Acquisition Rights and to the trustee company, make an early
redemption of all (but not part) of the remaining Bonds by setting the redemption date on any Interest Payment Dateand by paying one hundred percent (100%) of the face value of the Bonds plus interest thereon up to and not including
the redemption date. However, the Bank shall not give notice of any such early redemption at any time earlier than theninetieth (90th) day prior to the first day on which the Bank owes an obligation to pay such additional amounts.
Notwithstanding the above, if, at the time such notice is given, the aggregate amount of the face value of theremaining Bonds is ten percent (10%) or more of the total face value of the Bonds at issuance, each holder of Bonds
with Share Acquisition Rights shall be entitled to opt not to accept the early redemption of the Bonds held by theholder of Bonds with Share Acquisition Rights, by giving notice to the Bank at least twenty (20) days prior theredemption date. In such case, the Bank shall have no obligation to pay additional amounts as set forth in the terms andconditions of the Bonds with Share Acquisition Rights for any payment related to the Bonds held by the holder that
may be made after the redemption date, and any payment related to such Bonds after the redemption date shall bemade after withholding or deducting therefrom such taxes and public charges as set forth in the terms and conditionsof the Bonds with Share Acquisition Rights. However, (I) if the Bank is obligated to give notice of an early―222―

redemption under (C) or (E) below, or (II) if the events set forth in (D)(i) through (iv) below occur, or (III) if the Bank
gives an Acquisition Notice in accordance with section 2 (7)(B) above, then the Bank may no longer give notice of anearly redemption pursuant to this item (B)(C)

Early redemption due to a Reorganization(I) If a Reorganization occurs, but (II) if (a) the measures described in section 2 (8)(A) above cannot be taken, or (b)the Bank provides the trustee company with a certificate to the effect that the Bank does not expect the Successor
Company to be a listed company in Japan for any reason on the effective date of the Reorganization, then the Bank
shall, upon at least fourteen (14) Tokyo Business Days prior notice to the holders of Bonds with Share Acquisition
Rights and to the trustee company, make an early redemption of all (but not part) of the remaining Bonds by setting
the redemption date on the date designated as such in that notice (with such redemption date occurring in principal nolater than the effective date of the Reorganization) and by paying the redemption amount described below plus accrued
interest up to and not including the redemption date.
The redemption amount applicable to the above redemption shall be calculated by a certain method based on theredemption date and the parity of the Bonds with Share Acquisition Rights such that the redemption amount reflects
the value of the Bonds with Share Acquisition Rights at the time of the redemption taking into account interest rates,
the share prices and volatility of the Bank’s common stock, and other market trends. The minimum and maximum
redemption amounts to be calculated by such method shall be one hundred percent (100%) and two hundred and ten
percent (210%), respectively, of the face value of the Bonds, except where the redemption date falls within the period
beginning on January 12, 2023 and ending on the date immediately preceding the Maturity Date, in which case theredemption amount shall be one hundred percent (100%) of the face value of the Bonds.
“Reorganization” means the adoption of a resolution at the Bank’s general meeting of shareholders (or Board of
Directors’ meeting if a resolution of the general meeting of shareholders is not required) for: (i) a merger between the
Bank and another company (whether consolidation-type or absorption-type merger and excluding where the Bank is
the surviving company; the same applies hereinafter); (ii) an asset transfer (only if all or substantially all of the Bank’s
assets are sold or transferred to another company and if the Bank’s obligations under the Bonds with Share Acquisition
Rights are transferred to the counterparty in accordance with the conditions of such sale or transfer); (iii) a company
split (whether incorporation-type or absorption-type company split, and only if the Bank’s obligations under the Bonds
with Share Acquisition Rights are transferred to the other company involved in the company split); (iv) a shareexchange or share transfer (only if the Bank becomes a wholly-owned subsidiary of another company; the same
applies hereinafter); or (v) any other corporate reorganization proceedings under Japanese law which result in the
Bank’s obligations under the Bonds and/or the Share Acquisition Rights being assumed by another company.

(D) Early redemption due to delisting(ⅰ) If any person other than the Bank (the “Tender Offeror”) makes a tender offer for the Bank’s common stock inaccordance with the Financial Instruments and Exchange Act, and (ⅱ) the Bank expresses its intention to accept thetender offer in accordance with the Financial Instruments and Exchange Act, and (ⅲ) the Bank and the Tender Offeror
announce or acknowledge, in the tender offer statement or the like, that the Bank’s common stock may be delisted as aresult of the Tender Offeror’s acquisition of shares of the Bank’s common stock through the tender offer (except
where the Bank or the Tender Offeror announces that it will use its best efforts to keep the Bank listed in Japan after―223―

such acquisition), and (ⅳ) the Tender Offeror acquires shares of the Bank’s common stock through the tender offer,then the Bank shall, upon notice to the holders of Bonds with Share Acquisition Rights and to the trustee company
within fourteen (14) days from the date of the Tender Offeror’s acquisition of shares of the Bank’s common stock
through the tender offer, make an early redemption of all (but not part) of the remaining Bonds by setting theredemption date on the date designated as such in that notice (with such redemption date occurring on a day no earlier
than the fourteenth (14th) Tokyo Business Day following, but no later than the thirtieth (30th) Tokyo Business Day
following, the date of such notice) and by paying the redemption amount calculated by the method equivalent to thatfor the redemption described in (C) above (with the minimum and maximum redemption amounts being one hundred
percent (100%) and two hundred and ten percent (210%), respectively, of the face value of the Bonds, except where
the redemption date falls within the period beginning on January 12, 2023 and ending on the date immediately
preceding the Maturity Date, in which case the redemption amount shall be one hundred percent (100%) of the facevalue of the Bonds) plus accrued interest up to and not including the redemption date.
Notwithstanding the above, the Bank’s redemption obligation set forth in this item (D) does not apply if the Bank or
the Tender Offeror announces in the tender offer statement or the like, that it plans a Reorganization or a Squeeze-out
Event (as defined in (E) below) after the date of the Tender Offeror’s acquisition of shares of the Bank’s common
stock through the tender offer. However, if such Reorganization or Squeeze-out Event does not take place within sixty(60) days following the date of such acquisition, the Bank shall, upon notice to the holders of Bonds with Share
Acquisition Rights and to the trustee company within fourteen (14) days from the last day of such sixty days, make anearly redemption by setting the redemption date on the date designated as such in that notice (with such redemption
date occurring on a day no earlier than the fourteenth (14th) Tokyo Business Day following, but no later than thethirtieth (30th) Tokyo Business Day following, the date of such notice) and by paying the redemption amountdescribed above plus accrued interest up to and not including the redemption date.
If the Bank has both of (I) the redemption obligation set forth in this item (D) and (II) the redemption obligation set
forth in (C) above or (E) below, the proceedings of either (C) above or (E) below shall apply.
(E)

Early redemption due to a squeeze-out(I) If, after amendment of the Bank’s Articles of Incorporation to change the Bank’s common shares into classshares subject to class-wide call, the Bank’s General Meeting of Shareholders adopts a resolution to acquire all sharesof the Bank’s common stock with consideration; or (II) if the Bank’s Board of Directors adopts a resolution to approve
the Bank’s special controlling shareholder’s request for sale of shares held by other shareholders of the Bank to thespecial controlling shareholder; or (III) if the Bank’s General Meeting of Shareholders adopts a resolution to approve a
consolidation of shares of the Bank’s common stock that will result in the common stock being delisted (each, a“Squeeze-out Event”), then the Bank shall, upon giving notice to the holders of Bonds with Share Acquisition Rights
and to the trustee company as soon as practicable (but in any event within fourteen (14) days from the date ofoccurrence of the Squeeze-out Event), make an early redemption of all (but not part) of the remaining Bonds by setting
the redemption date on the date designated as such in that notice (with such redemption date occurring before theeffective date of the Squeeze-out Event and on a day no earlier than the fourteenth (14th) Tokyo Business Day
following, but no later than the thirtieth (30th) Tokyo Business Day following, the date of such notice, provided that if
such effective date occurs before the fourteenth (14th) Tokyo Business Day following the date of such notice, such―224―

redemption date shall be advanced before such effective date) and by paying the redemption amount calculated by themethod equivalent to that for the redemption described in (C) above (with the minimum and maximum redemption
amounts being one hundred percent (100%) and two hundred and ten percent (210%), respectively, of the face value ofthe Bonds, except where the redemption date falls within the period beginning on January 12, 2023 and ending on thedate immediately preceding the Maturity Date, in which case the redemption amount shall be one hundred percent(100%) of the face value of the Bonds) plus accrued interest up to and not including the redemption date.
(F)

Notwithstanding the above, if Share Acquisition Rights are exercised such that the Deposit Date for the Share
Acquisition Rights covered by the exercise request falls on or before October 25, 2022 pursuant to section 2 (7)(A)above, and if the Exercise Acquisition Date associated with such exercise request falls on or after the redemption date,then the provisions concerning redemption contained in (C), (D), and (E) above do not apply to the Bonds to whichsuch Share Acquisition Rights are attached.

(5)

Purchase and cancellation
The Bank may at any time purchase Bonds with Share Acquisition Rights through an open market or by other means,
may hold or resale the same, or may cancel the Bonds forming part of such Bonds with Share Acquisition Rights. The
Bank’s subsidiaries may at any time purchase Bonds with Share Acquisition Rights through an open market or by othermeans, may hold or resale the same, or deliver the same to the Bank for cancellation of the Bonds forming part of such
Bonds with Share Acquisition Rights.

(6)

Acceleration
In the event of (I) a failure to perform or comply with any provision of the trust deed or the Bonds or (II) any ofcertain other events set forth in the terms and conditions of the Bonds with Share Acquisition Rights, if the trustee
company gives the Bank notice of acceleration of the Bonds as set forth in the terms and conditions of the Bonds with
Share Acquisition Rights, all obligations owed by the Bank in respect of the Bonds shall immediately become due andpayable, and the Bank shall immediately redeem of the remaining Bonds by paying the face value thereof plus accrued
interest thereon (if any).

(7)

Denomination of the Bonds with Share Acquisition Rights
Certificates of name bonds with share acquisition rights under British law shall be issued to represent the Bonds with
Share Acquisition Rights (“Certificates of Bonds with Share Acquisition Rights”).

(8)

Restrictions on requests for conversion to certificates of bearer bonds with share acquisition rights
No requests shall be accepted for conversion of Certificates of Bonds with Share Acquisition Rights to certificates ofbearer bonds.

(9)

Agent for payment and receipt of requests for exercise of share acquisition rights for the Bonds with Share Acquisition
RightsMizuho Trust & Banking (Luxembourg) S.A. (primary agent for payment and receipt of requests for exercise of shareacquisition rights)(10) Register administrator for the Bonds with Share Acquisition Rights
Mizuho Trust & Banking (Luxembourg) S.A.

―225―

(11) Security or guarantee for the Bonds
The Bonds shall be issued without any security or guarantee.
(12) Special financial provisions
Restrictions on the creation of security interest shall be imposed.

4.

Listed stock exchange
The Bonds with Share Acquisition Rights shall be listed on the Singapore Stock Exchange.

End

―226―

Exhibit 3-(2) to the Share Transfer Plan
Shizuoka Financial Group, Inc.
Details of EUR/USD Denominated Convertible Bonds with Share Acquisition Rights Subject to Call Due
2023
1.

Name of bonds
Shizuoka Financial Group, Inc. EUR/USD Denominated Convertible Bonds with Share Acquisition Rights Subject toCall Due 2023 (“Bonds with Share Acquisition Rights,” with the bonds portion and the share acquisition rights portionof the Bonds with Share Acquisition Rights being hereinafter referred to as the “Bonds” and the “Share Acquisition
Rights,” respectively. The Shizuoka Bank, Ltd. EUR/USD Denominated Convertible Bonds with Share Acquisition
Rights Subject to Call Due 2023 listed in Column 1 of Table 2 of Article 6 of the Plan are hereinafter referred to as the“Former Bonds with Share Acquisition Rights,” with the bonds portion and the share acquisition rights portion of theFormer Bonds with Share Acquisition Rights being hereinafter referred to as the “Former Bonds” and the “Former Share
Acquisition Rights,” respectively).

2.

Matters concerning the Share Acquisition Rights(1)

Class, description, and number of shares subject to the Share Acquisition Rights
The class and description of shares subject to the Share Acquisition Rights shall be shares of the Company’s common
stock (share unit number: 100 shares). The number of shares of the Company’s common stock to be delivered by theCompany upon the exercise of Share Acquisition Rights shall be the quotient obtained by dividing: (I) the total of theface values of the Bonds covered by the exercise request, by (II) the conversion price specified in (3) below. However,any fraction less than one (1) share resulting from the exercise shall be discarded without any cash adjustment.

(2)

Total number of Share Acquisition Rights
The same number as the number of Former Share Acquisition Rights registered or recorded in the register of shareacquisition rights of The Shizuoka Bank, Ltd. immediately before the Company’s acquisition of all issued shares of The
Shizuoka Bank, Ltd. through the Share Transfer (as defined in the main text of the Plan).

(3)

Description and value of assets to be contributed upon the exercise of Share Acquisition Rights(A) Upon the exercise of a Share Acquisition Right, the Bond to which the Share Acquisition Right is attached shall becontributed. The value of such Bond shall be the same as its face amount.
(B)

The conversion price shall initially be the same as the conversion price of the Former Bonds with Share Acquisition
Rights in effect at the time immediately before the time of the Company’s acquisition of all issued shares of The
Shizuoka Bank, Ltd. through the Share Transfer.

(C)

The conversion price shall be adjusted using the following formula if, after issuance of the Bonds with Share
Acquisition Rights, the Company issues shares of the Company’s common stock at a paid-in amount below the fairvalue of the Company’s common stock or disposes of shares of the Company’s common stock held by the Company.
In the formula below, “Number of existing issued shares” means the total number of issued shares (excluding those―227―

held by the Company) of the Company’s common stock.

Conversion
Conversion
price after ＝ price before
adjustment
adjustment

Number ofexisting
issuedshares×

Number of shares issued or disposed of x Paid-in amount per＋

share
Fair value

Number of existing issued shares + Number of shares issued or disposed of

The conversion price shall be adjusted as appropriate in the event of: a share split or share consolidation of theCompany’s common stock; distribution of certain dividends of surplus; issuance of share acquisition rights (including
those attached to bonds with share acquisition rights) which entitle their holders to claim delivery of shares of theCompany’s common stock at a price below the fair value of the Company’s common stock; or occurrence of any ofcertain other events.
(4) Increase in stated capital and legal capital surplus in the case of issuance of shares upon the exercise of Share
Acquisition Rights
In the case of issuance of shares upon the exercise of Share Acquisition Rights, the stated capital shall increase by theamount calculated by multiplying the maximum amount of increase in stated capital calculated as set forth in Article 17of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction less than one (1) yen resulting from thecalculation to be rounded up to the nearest whole yen. The amount of increase in legal capital surplus shall be thatmaximum amount of increase in stated capital minus the amount of increase in stated capital.
(5)

Exercise period for Share Acquisition Rights
The Share Acquisition Rights shall be exercisable during the period from the Holding Company Incorporation Date(as defined in the main text of the Plan) to January 11, 2023 (local time at the location where exercise requests arereceived). However, (I) in the case of early redemption of Bonds as described in section 3 (4)(A) or (B) below, theexercise period shall end on the third (3rd) business day prior to the date of redemption in Tokyo (except for Share
Acquisition Rights, if any, which are attached to Bonds whose holder has opted not to accept the early redemption as set
forth in section 3 (4)(B) below or for which the Exercise Acquisition Date (as defined in (7)(A) below) falls within the
period from and including the second (2nd) business day prior to the date of redemption in Tokyo to and excluding thedate of redemption); (II) in the case of the Company’s acquisition of Bonds with Share Acquisition Rights as describedin (7)(A) or (B) below, the exercise period shall end upon cancellation of the Bonds; (III) in the case of early redemptionof Bonds as described in section 3 (4)(C), (D) or (E) below, the exercise period shall end on third (3rd) business day
prior to the date of redemption in Tokyo (except for Share Acquisition Rights, if any, which are attached to Bonds forwhich the Exercise Acquisition Date falls after the third (3rd) business day prior to the date of redemption in Tokyo);(IV) in the case of purchase and cancellation of Bonds as described in section 3 (5) below, the exercise period shall end
upon cancellation of the Bonds; and (V) in the case of acceleration of Bonds as described in section 3 (6) below, theexercise period shall end upon the acceleration. In any of the cases listed above, no Share Acquisition Rights shall be
exercisable after January 11, 2023 (local time at the location where exercise requests are received).
Notwithstanding the above, if the Deposit Date (as defined below) relevant to a request for exercise of Share
Acquisition Rights falls within the period beginning on the record date for payment of interest on the Bonds and ending―228―

on the Interest Payment Date (as defined in section 3 (2)(B) below), the Share Acquisition Rights shall not be
exercisable.
In the case of acquisition of Bonds with Share Acquisition Rights in response to a request for exercise of Share
Acquisition Rights as described in (7)(A) below, the Share Acquisition Rights attached to the Bonds with Share
Acquisition Rights shall not be exercisable at any time during the period from and excluding the Deposit Date to andincluding the Exercise Acquisition Date. In the case of acquisition of Bonds with Share Acquisition Rights remaining at
the Company’s discretion as described in (7)(B) below, the Share Acquisition Rights shall not be exercisable at any time
during the period from and excluding October 25, 2022 to and including the Acquisition Due Date (as defined in (7)(B)
below). If reasonably deemed necessary by the Company in order to implement the Company’s Reorganization (asdefined in section 3 (4)(C) below), and: (I) if the Deposit Date is no later than October 25, 2022, the Share Acquisition
Rights shall not be exercisable during the period designated by the Company and beginning on or after the thirty-fifth(35th) calendar day prior to the date immediately preceding the business day in Tokyo immediately preceding theeffective date of the Reorganization and ending on or before the fourteenth (14th) day following the date immediately
following the effective date of the Reorganization; or (II) if the Deposit Date is no earlier than October 26, 2022, theShare Acquisition Rights shall not be exercisable during the period of no more than thirty (30) days designated by theCompany and beginning on the date immediately following the effective date of the Reorganization and ending on or
before the fourteenth (14th) day following the date immediately following the effective date of the Reorganization.
If the Deposit Date is no later than October 25, 2022, and: (I) if notice of a redemption is given pursuant to section 3(4)(A) or (B) below, the Share Acquisition Rights shall not be exercisable during the period from and including thethirty-fifth (35th) calendar day prior to the third (3rd) business day in Tokyo prior to the date of redemption to andincluding the date of redemption (except for Share Acquisition Rights, if any, which are attached to Bonds whose holder
has opted not to accept the early redemption as set forth in section 3 (4)(B) below); or (II) if notice of a redemption is
given pursuant to section 3 (4)(C), (D) or (E) below, the Share Acquisition Rights shall not be exercisable during theperiod from and excluding the third (3rd) business day in Luxembourg and Tokyo following the date of such notice of aredemption and to and including the date of redemption.
If the Deposit Date is no earlier than October 26, 2022 and if the calendar day in Japan on which the exercise of the
Share Acquisition Rights becomes effective (or the following business day in Tokyo if such calendar day is not abusiness day in Tokyo) falls within the period beginning on the second (2nd) business day in Japan prior to the record
date set by the Company or any other date set to determine shareholders in connection with Article 151, paragraph (1) of
the Act on Book-Entry Transfer of Corporate Bonds and Shares (collectively with the record date set by the Company,
the “Shareholder Determination Date”) (or the third (3rd) business day in Tokyo prior to the Shareholder Determination
Date if the Shareholder Determination Date is not a business day in Tokyo) and ending on such Shareholder
Determination Date (or the following business day in Tokyo if the Shareholder Determination Date is not a business day
in Tokyo), the Share Acquisition Rights shall not be exercisable. However, in the event of changes in Japanese laws,
regulations or customs relating to the delivery of shares involved in the exercise of share acquisition rights through thetransfer system under the Act on Book-Entry Transfer of Corporate Bonds and Shares, the Company may modify the
restrictions on the exercise period for Share Acquisition Rights set forth in this paragraph to reflect such changes.
“Deposit Date” means the date on which the Certificates of Bonds with Share Acquisition Rights (as defined in―229―

section 3 (7) below) and other documents necessary for a request for the exercise of Share Acquisition Rights have been
deposited with the agent for payment and receipt of requests for exercise of share acquisition rights specified in section
3 (9) below and on which all other conditions for a request for exercise of Share Acquisition Rights (including theconditions specified in (6) below) have been satisfied.
(6)

Other conditions for the exercise of Share Acquisition Rights(A)

No partial exercise of a Share Acquisition Right shall be allowed.

(B) The holders of the Bonds with Share Acquisition Rights shall be entitled to exercise their Share Acquisition Rights: (I)
only if (i) the amount calculated by (a) converting the Closing Price (as defined below) of The Shizuoka Bank Ltd.’scommon stock on each of the twenty (20) consecutive Trading Days (as defined below) ending on the last Trading
Day of the quarter ending on September 30, 2022 to U.S. dollar at the Exchange Rate (as defined below) on the sameeach Trading Day, and (b) rounding the resulting U.S. dollar amount to three decimal places, exceeds (ii) one hundred
and thirty percent (130%) (rounded to three decimal places) of the conversion price applicable to such last Trading
Day; and (II) only during the period beginning on the first day of the following quarter and ending on October 25,
2022.
However, the conditions for the exercise of Share Acquisition Rights set forth in this item (B) shall not apply during
the periods specified in (I), (II), and (III) below:(I) Any period during which: (ⅰ) the Company’s long-term senior debt is rated below Baa3 by Moody’s Japan K.K. or its
successor rating agency (collectively, “Moody’s”), or such rating is suspended or withdrawn, or such rating is nolonger assigned by Moody’s; (ⅱ) the Company’s long-term senior debt is rated below BBB- by S&P Global Rating
Japan Inc. or its successor rating agency (collectively, “S&P”), or such rating is suspended or withdrawn, or suchrating is no longer assigned by S&P; and (ⅲ) the Company’s long-term senior debt is rated below BBB- by Rating andInvestment Information, Inc. or its successor rating agency (collectively, “R&I”), or such rating is suspended orwithdrawn, or such rating is no longer assigned by R&I.
(II) Any period on and after the day on which the Company gives notice of an early redemption as described in section 3(4) below to the holders of the Bonds with Share Acquisition Rights and the trustee company (except for Share
Acquisition Rights, if any, which are attached to Bonds whose holder has opted not to accept the early redemption as
set forth in section 3 (4)(B) below).
(III) Any period (i) from and including the date on which the Company gives notice of a Reorganization to the holders of
the Bonds with Share Acquisition Rights pursuant to the terms and conditions of the Bonds with Share Acquisition
Rights (ii) to and including the effective date of the Reorganization, unless the Company prohibits the exercise of
Share Acquisition Rights as set forth in (5) above.
“Trading Day” means any day on which Tokyo Stock Exchange, Inc. is open for business and does not include any
day on which no Closing Price is published.
“Closing Price” of The Shizuoka Bank, Ltd.’s common stock or the Company’s common stock on a certain day means
the last price at which The Shizuoka Bank, Ltd.’s common stock or the Company’s common stock, as the case may be,
trades during the regular trading session at Tokyo Stock Exchange, Inc. on that day.
“Exchange Rate” on a certain day means the spot foreign exchange rate for that day and is set at the middle rate of the―230―USD/JPY spot foreign exchange rate on the Reuters Screen Page “JPNU” (or its replacement page, if any, displaying
the USD/JPY exchange rate) as at 3:00 p.m. (Japan time) on that day. If such rate is not displayed on the Reuters
Screen Page, “Exchange Rate” means the rate determined in good faith and commercially reasonably by the agent for
payment and receipt of requests for exercise of share acquisition rights specified in section 3 (9) below.
(C)

Until October 25, 2022, the holders of the Bonds with Share Acquisition Rights shall be entitled to exercise their
Share Acquisition Rights only if (I) the amount calculated by (i) converting the most recent Closing Price of theCompany’s common stock available on the Deposit Date to U.S. dollar at the Exchange Rate on such Deposit Date,and (ii) rounding the resulting U.S. dollar amount to three decimal places, does not fall below (II) the conversion
price applicable to such Deposit Date.

(7)

Acquisition of Bonds with Share Acquisition Rights by the Company(A)

Acquisition of Bonds with Share Acquisition Rights in response to requests for exercise of Share Acquisition Rights
If the Deposit Date relevant to Share Acquisition Rights whose exercise is requested by a holder of Bonds with
Share Acquisition Rights falls within the period specified in (5) above and is no later than October 25, 2022, theCompany shall, on the thirty-fifth (35th) calendar day following such Deposit Date (such calendar day, the “Exercise
Acquisition Date”), acquire all Bonds with Share Acquisition Rights for which the requirements for an exercise
request have been satisfied on the Deposit Date, and shall deliver the Exercise Acquisition Delivery Assets (as defined
below) to the holder of the Bonds with Share Acquisition Rights in exchange for the Bonds with Share Acquisition
Rights so acquired by the Company.
“Exercise Acquisition Delivery Assets” means, for each Bond with Share Acquisition Rights: (I) the sum of money
equivalent to the face value of the Bond; and (II) such number of shares of the Company’s common stock as is
obtained by (i) subtracting (a) the amount equivalent to the face value of the Bond from (b) the Exercise Acquisition
Conversion Value (as defined below), and (only if the result is a positive value) (ii) dividing the balance by the
Exercise Acquisition Average VWAP Per Share (as defined below), followed by (iii) discarding any fraction less thanone (1) share, without any cash adjustment.
“Exercise Acquisition Average VWAP Per Share” means the average (rounded to three decimal places) of theamounts calculated by: (I) converting (i) the respective volume weighted average prices (“VWAP”) of the Company’scommon stock published by Tokyo Stock Exchange, Inc. on the Trading Days during the period of ten (10)consecutive Trading Days from and including the second (2nd) Trading Day following the Deposit Date (such period,
the “Exercise Acquisition-Related VWAP Period”), to (ii) U.S. dollar at the respective Exchange Rates on those
Trading Days; and (II) rounding the resulting U.S. dollar amounts to three decimal places. As per the terms andconditions of the Bonds with Share Acquisition Rights, if any of the events requiring adjustment of the conversion
price as set forth in (3)(C) above arises, the Exercise Acquisition Average VWAP Per Share shall also be adjusted as
appropriate.
“Exercise Acquisition Conversion Value” means the value calculated by the following formula:―231―

Face value of a Bond
Conversion Price on Exercise
Acquisition Last Day×

Exercise Acquisition Average VWAP Per ShareIn the above formula, “Conversion Price on Exercise Acquisition Last Day” means the conversion price on the last
day of the Exercise Acquisition-Related VWAP Period. As per the terms and conditions of the Bonds with Share
Acquisition Rights, if any of the events requiring adjustment of the conversion price as set forth in (3)(C) above arises,
the Conversion Price on Exercise Acquisition Last Day shall also be adjusted as appropriate.
(B)

Acquisition of remaining Bonds with Share Acquisition Rights at the Company’s discretion
At any time during the period from October 3, 2022 to October 11, 2022, the Company shall be entitled to give theholders of Bonds with Share Acquisition Rights and the trustee company notice to the effect that the Company will
acquire all (but not part) of the Bonds with Share Acquisition Rights remaining as of January 5, 2023 (the “Acquisition
Due Date”) (“Acquisition Notice”).
On the Acquisition Due Date, the Company shall acquire all of such Bonds with Share Acquisition Rights and shalldeliver the Delivery Assets (as defined below) to the holders of the Bonds with Share Acquisition Rights in exchange
for the Bonds with Share Acquisition Rights so acquired by the Company. In such case, the Company shall pay
accrued interest up to, but not including, the Acquisition Due Date.
The Company’s acquisition of the Bonds with Share Acquisition Rights under this paragraph (B) shall be subject to
the Company’s common stock being listed on Tokyo Stock Exchange, Inc. on the Acquisition Due Date.
If the Company gives notice of an early redemption pursuant to section 3 (4)(A) or (B) below, or if the Company isrequired to give notice of an early redemption under section 3 (4)(C) or (E) below, or if the events set forth in section 3(4)(D)(i) through (iv) occur, the Company shall not thereafter be entitled to give Acquisition Notice under thisparagraph (B).
“Delivery Assets” means, for each Bond with Share Acquisition Rights: (I) the sum of money equivalent to the facevalue of the Bond; and (II) such number of shares of the Company’s common stock as is obtained by (i) subtracting (a)the amount equivalent to the face value of the Bond from (b) the Conversion Value (as defined below), and (only if theresult is a positive value) (ii) dividing the balance by the Average VWAP Per Share (as defined below), followed by(iii) discarding any fraction less than one (1) share, without any cash adjustment.
“Average VWAP Per Share” means the average (rounded to three decimal places) of the amounts calculated by: (I)converting (i) the respective VWAP of the Company’s common stock published by Tokyo Stock Exchange, Inc. on the
Trading Days during the period of twenty (20) consecutive Trading Days beginning on the thirtieth (30th) Trading Day
prior to the Acquisition Due Date, to (ii) U.S. dollar at the respective Exchange Rates on those Trading Days; and (II)rounding the resulting U.S. dollar amounts to three decimal places. If, during those twenty (20) consecutive TradingDays, any of the events requiring adjustment of the conversion price as set forth in (3)(C) above arises, the Average
VWAP Per Share shall also be adjusted as appropriate pursuant to the terms and conditions of the Bonds with Share
Acquisition Rights.
“Conversion Value” means the value calculated by the following formula:―232―

Face value of each Bond×Average VWAP Per Share

Conversion Price on Last Day
In the above formula, “Conversion Price on Last Day” means the conversion price on the last day of the twenty (20)consecutive Trading Days beginning on the thirtieth (30th) Trading Day prior to the Acquisition Due Date.
(C) As per the terms and conditions of the Bonds with Share Acquisition Rights, the Company shall cancel the Bonds with
Share Acquisition Rights acquired pursuant to the acquisition clause set forth in (A) or (B) above.
(8)

Delivery of share acquisition rights by the Successor Company in case of the Company’s Reorganization(A)

In the event of a Reorganization, the Company shall use its best efforts to have the Successor Company (as defined
below) succeed to the Company’s status as the principal debtor of the Bonds with Share Acquisition Rights anddeliver new share acquisition rights in lieu of the Share Acquisition Rights, pursuant to the terms and conditions of
the Bonds with Share Acquisition Rights. However, such succession and delivery shall be subject to thepreconditions: (i) that they are feasible under law applicable at the time; (ii) that mechanisms for such succession anddelivery have already been developed or can be developed; and (iii) that the Company or the Successor Company isable to carry them out without bearing expenses (including taxes) that are unreasonable (as judged by the Company)in light of the whole Reorganization. In such case, the Company shall use its best efforts to ensure that the Successor
Company will be a listed company in Japan on the effective date of the Reorganization. The Company’s obligations
to use efforts set forth in this paragraph (A) shall not apply if the Company issues the trustee company with thecertificate set forth in section 3 (4)(C)(b) below.
“Successor Company” means the other party to a Reorganization and is the company that assumes the Company’s
obligations related to the Bonds with Share Acquisition Rights and/or the Share Acquisition Rights.

(B)

The details of share acquisition rights of the Successor Company to be delivered pursuant to the provisions of (A)above shall be as follows:(I) Number of share acquisition rights
The same as the number of Share Acquisition Rights attached to the Bonds with Share Acquisition Rights remaining
immediately before the effective date of the Reorganization.
(II) Class of shares subject to share acquisition rights
Shares of the Successor Company’s common stock.
(III) Number of shares subject to share acquisition rights
The number of shares of the Successor Company’s common stock to be delivered upon the exercise of shareacquisition rights of the Successor Company shall be determined by the Successor Company by taking into account,among other things, the conditions of the Reorganization, and based on the terms and conditions of the Bonds with
Share Acquisition Rights, and shall also be pursuant to (i) or (ii) below. The conversion price shall be subject toadjustments equivalent to those described in (3)(C) above.
(ⅰ) In case of a merger, share exchange or share transfer, the conversion price shall be determined such that it allows
the holders of such number of shares of the Company’s common stock as would be obtained if the Share Acquisition―233―

Rights were exercised immediately before the effective date of the relevant Reorganization to receive such number ofshares of the Successor Company’s common stock as would be received in the Reorganization if their shareacquisition rights of the Successor Company are exercised immediately after the effective date of the Reorganization.
If any securities or other assets other than shares of the Successor Company’s common stock are to be delivered upon
the Reorganization, the Successor Company shall ensure that such number of shares of its common stock as is equal to
the number obtained by dividing the value of such securities or other assets by the fair value of the Successor
Company’s common stock will also be available for receipt.
(ⅱ) In case of a Reorganization other than the above, the conversion price shall be determined such that it allows
economic benefits equivalent to those that would be received by the holders of the Bonds with Share Acquisition
Rights if the Share Acquisition Rights were exercised immediately before the effective date of the Reorganization to
be received by these holders if their share acquisition rights of the Successor Company are exercised immediately after
the effective date of the Reorganization.
(IV) Nature and value of assets to be contributed upon the exercise of share acquisition rights
Upon the exercise of share acquisition rights of the Successor Company, the succeeded Bonds shall be contributed.
The value of such Bonds shall be the same as the face value of the succeeded Bonds.
(V) Exercise period for share acquisition rights
The share acquisition rights shall be exercisable from the effective date of the Reorganization (or any day within
fourteen (14) days after such date depending on the circumstances) and for the exercise period for the Share
Acquisition Rights set forth in (5) above.
(VI) Other conditions for the exercise of share acquisition rights
No partial exercise of a share acquisition right of the Successor Company shall be allowed. The exercise of shareacquisition rights of the Successor Company shall be subject to the same restrictions as those set forth in (6)(B) and(C) above.
(VII) Acquisition of bonds with share acquisition rights by the Successor Company
The Successor Company may acquire its share acquisition rights and succeeded bonds in the same manners as set forthin (7)(A) and (7)(B) above.
(VIII) Increase in stated capital and legal capital surplus in the case of issuance of shares upon the exercise of shareacquisition rights
In the case of issuance of shares upon the exercise of share acquisition rights of the Successor Company, the statedcapital shall increase by the amount calculated by multiplying the maximum amount of increase in stated capital
calculated as set forth in Article 17 of the Regulations on Corporate Accounting by a factor of 0.5, with any fraction
less than one (1) yen resulting from the calculation to be rounded up to the nearest whole yen. The amount of increasein legal capital surplus shall be that maximum amount of increase in stated capital minus the amount of increase instated capital.
(IX) Reorganization
In the event of a Reorganization of the Successor Company, the share acquisition rights of the Successor Company―234―

shall be treated in the same manner as in the case of the Bonds with Share Acquisition Rights(X) Other matters
Any fraction less than one (1) share resulting from the exercise of share acquisition rights of the Successor Company
shall be discarded without any cash adjustment. No share acquisition rights of the Successor Company may betransferred separately from succeeded Bonds.
If the Company causes or permits the Successor Company to assume or succeed to the Company’s obligations underthe Bonds and the trust deed pursuant to the provisions of (A) above, the Company shall provide guarantee in certain
cases set forth in, and otherwise comply with, the terms and conditions of the Bonds with Share Acquisition Rights.

(C)

3. Matters concerning the Bonds(1)

Total amount of the Bonds
Out of the total of (A) three hundred million U.S. dollars (USD300,000,000) and (B) the total face value of the Bonds
represented by, if any, the Substitute Certificates of Bonds with Share Acquisition Rights, the unredeemed amount
immediately before the effective date of the Share Transfer.

(2)
(A)

Interest rate of the Bonds and method and due dates of interest payment
Interest rate
The (annual) interest rate shall apply to the face value of the Bonds at the rate of 3-Month USD LIBOR minus zero
point five percent (0.5%). However, such interest rate shall not fall below zero percent (0%) per annum.

(B)

Method and due dates of interest payment
Interest on the Bonds shall be paid on a quarterly basis in arrears on January 25, April 25, July 25, and October 25(or, if any of these days is not a Business Day (as defined below), the following Business Day [or, if the following
Business Day belongs to the following month, the preceding Business Day]) each year (each of these dates, an“Interest Payment Date”). A Bond shall bear no interest on or after: (I) the Interest Payment Date immediately before
the Deposit Date if a request for exercise of the Share Acquisition Rights attached to the Bond is made and if the
Deposit Date is no later than October 25, 2022 (or, if no such Interest Payment Date exists, on or after January 25,2018); (II) the Interest Payment Date immediately before the calendar day in Japan on which exercise of the Share
Acquisition Rights attached to the Bond becomes effective, if a request for exercise of such Share Acquisition Rights ismade and if the Deposit Date is no earlier than October 26, 2022; (III) the Acquisition Due Date if the remaining
Bonds with Share Acquisition Rights are acquired by the Company at its discretion; or (IV) the date of redemption if
the Bonds are redeemed. However, this does not apply if any payment related to Bonds is unreasonably withheld orrefused despite due presentation of the Bonds.
In this paragraph (2), “Business Day” means any day on which U.S. dollar deposits are processed in the London
interbank market and on which commercial banks and foreign exchange markets are open for business in London and(if any payment is made on such day) New York City and Tokyo.

(3)

Maturity redemption of the Bonds―235―

The Bonds shall be redeemed at one hundred percent (100%) of their face value on January 25, 2023 (or, if this date is
not an Interest Payment Date, the Interest Payment Date closest to that date) (the “Maturity Date”).
(4)(A)

Early redemption of the Bonds
Early redemption under a clean-up clause
If, at any time before notice of an early redemption is given under this item (A), the aggregate amount of the facevalue of the remaining Bonds falls below ten percent (10%) of the total face value of the Bonds at issuance, theCompany may, upon no less than forty-five (45) days but no more than sixty (60) days prior notice to the holders of
Bonds with Share Acquisition Rights and to the trustee company, make an early redemption of all (but not part) of theremaining Bonds by setting the redemption date on any Interest Payment Date and by paying one hundred percent(100%) of the face value of the Bonds plus interest thereon up to and not including the redemption date. However, (I)if the Company is obligated to give notice of an early redemption under (C) or (E) below, or (II) if the events set forthin (D)(i) through (iv) below occur, or (III) if the Company gives an Acquisition Notice in accordance with section 2(7)(B) above, then the Company may no longer give notice of an early redemption pursuant to this item (A).

(B)

Early redemption due to changes in the taxation systemIf, due to changes in the Japanese taxation system or for such other reasons, the Company convinces the trustee
company that the Company has an obligation to pay additional amounts as set forth in the terms and conditions of theBonds with Share Acquisition Rights, and that the Company’s taking reasonable measures will not allow the Company
to avoid the obligation to pay such additional amounts, the Company may, upon no less than forty-five (45) days but
no more than sixty (60) days prior notice to the holders of Bonds with Share Acquisition Rights and to the trustee
company, make an early redemption of all (but not part) of the remaining Bonds by setting the redemption date on any
Interest Payment Date and by paying one hundred percent (100%) of the face value of the Bonds plus interest thereon
up to and not including the redemption date. However, the Company shall not give notice of any such early
redemption at any time earlier than the ninetieth (90th) day prior to the first day on which the Company owes anobligation to pay such additional amounts.
Notwithstanding the above, if, at the time such notice is given, the aggregate amount of the face value of theremaining Bonds is ten percent (10%) or more of the total face value of the Bonds at issuance, each holder of Bonds
with Share Acquisition Rights shall be entitled to opt not to accept the early redemption of the Bonds held by theholder of Bonds with Share Acquisition Rights, by giving notice to the Company at least twenty (20) days prior theredemption date. In such case, the Company shall have no obligation to pay additional amounts as set forth in theterms and conditions of the Bonds with Share Acquisition Rights for any payment related to the Bonds held by theholder that may be made after the redemption date, and any payment related to such Bonds after the redemption dateshall be made after withholding or deducting therefrom such taxes and public charges as set forth in the terms andconditions of the Bonds with Share Acquisition Rights. However, (I) if the Company is obligated to give notice of anearly redemption under (C) or (E) below, or (II) if the events set forth in (D)(i) through (iv) below occur, or (III) if theCompany gives an Acquisition Notice in accordance with section 2 (7)(B) above, then the Company may no longer
give notice of an early redemption pursuant to this item (B)(C)

Early redemption due to a Reorganization―236―

(I) If a Reorganization occurs, but (II) if (a) the measures described in section 2 (8)(A) above cannot be taken, or (b)the Company provides the trustee company with a certificate to the effect that the Company does not expect the
Successor Company to be a listed company in Japan for any reason on the effective date of the Reorganization, thenthe Company shall, upon at least fourteen (14) Tokyo Business Days prior notice to the holders of Bonds with Share
Acquisition Rights and to the trustee company, make an early redemption of all (but not part) of the remaining Bonds
by setting the redemption date on the date designated as such in that notice (with such redemption date occurring inprincipal no later than the effective date of the Reorganization) and by paying the redemption amount described below
plus accrued interest up to and not including the redemption date.
The redemption amount applicable to the above redemption shall be calculated by a certain method based on theredemption date and the parity of the Bonds with Share Acquisition Rights such that the redemption amount reflects
the value of the Bonds with Share Acquisition Rights at the time of the redemption taking into account interest rates,
the share prices and volatility of the Company’s common stock, and other market trends. The minimum and maximum
redemption amounts to be calculated by such method shall be one hundred percent (100%) and two hundred and ten
percent (210%), respectively, of the face value of the Bonds, except where the redemption date falls within the period
beginning on January 12, 2023 and ending on the date immediately preceding the Maturity Date, in which case theredemption amount shall be one hundred percent (100%) of the face value of the Bonds.
“Reorganization” means the adoption of a resolution at the Company’s general meeting of shareholders (or Boardof Directors’ meeting if a resolution of the general meeting of shareholders is not required) for: (i) a merger between
the Company and another company (whether consolidation-type or absorption-type merger and excluding where theCompany is the surviving company; the same applies hereinafter); (ii) an asset transfer (only if all or substantially allof the Company’s assets are sold or transferred to another company and if the Company’s obligations under the Bonds
with Share Acquisition Rights are transferred to the counterparty in accordance with the conditions of such sale ortransfer); (iii) a company split (whether incorporation-type or absorption-type company split, and only if theCompany’s obligations under the Bonds with Share Acquisition Rights are transferred to the other company involvedin the company split); (iv) a share exchange or share transfer (only if the Company becomes a wholly-owned
subsidiary of another company; the same applies hereinafter); or (v) any other corporate reorganization proceedings
under Japanese law which result in the Company’s obligations under the Bonds and/or the Share Acquisition Rights
being assumed by another company.
(D) Early redemption due to delisting(ⅰ) If any person other than the Company (the “Tender Offeror”) makes a tender offer for the Company’s common
stock in accordance with the Financial Instruments and Exchange Act, and (ⅱ) the Company expresses its intention toaccept the tender offer in accordance with the Financial Instruments and Exchange Act, and (ⅲ) the Company and theTender Offeror announce or acknowledge, in the tender offer statement or the like, that the Company’s common stock
may be delisted as a result of the Tender Offeror’s acquisition of shares of the Company’s common stock through thetender offer (except where the Company or the Tender Offeror announces that it will use its best efforts to keep theCompany listed in Japan after such acquisition), and (ⅳ) the Tender Offeror acquires shares of the Company’scommon stock through the tender offer, then the Company shall, upon notice to the holders of Bonds with Share
Acquisition Rights and to the trustee company within fourteen (14) days from the date of the Tender Offeror’s―237―acquisition of shares of the Company’s common stock through the tender offer, make an early redemption of all (butnot part) of the remaining Bonds by setting the redemption date on the date designated as such in that notice (with such
redemption date occurring on a day no earlier than the fourteenth (14th) Tokyo Business Day following, but no later
than the thirtieth (30th) Tokyo Business Day following, the date of such notice) and by paying the redemption amountcalculated by the method equivalent to that for the redemption described in (C) above (with the minimum andmaximum redemption amounts being one hundred percent (100%) and two hundred and ten percent (210%),respectively, of the face value of the Bonds, except where the redemption date falls within the period beginning on
January 12, 2023 and ending on the date immediately preceding the Maturity Date, in which case the redemption
amount shall be one hundred percent (100%) of the face value of the Bonds) plus accrued interest up to and notincluding the redemption date.
Notwithstanding the above, the Company’s redemption obligation set forth in this item (D) does not apply if theCompany or the Tender Offeror announces in the tender offer statement or the like, that it plans a Reorganization or a
Squeeze-out Event (as defined in (E) below) after the date of the Tender Offeror’s acquisition of shares of theCompany’s common stock through the tender offer. However, if such Reorganization or Squeeze-out Event does nottake place within sixty (60) days following the date of such acquisition, the Company shall, upon notice to the holders
of Bonds with Share Acquisition Rights and to the trustee company within fourteen (14) days from the last day of such
sixty days, make an early redemption by setting the redemption date on the date designated as such in that notice (withsuch redemption date occurring on a day no earlier than the fourteenth (14th) Tokyo Business Day following, but nolater than the thirtieth (30th) Tokyo Business Day following, the date of such notice) and by paying the redemption
amount described above plus accrued interest up to and not including the redemption date.
If the Company has both of (I) the redemption obligation set forth in this item (D) and (II) the redemption obligation
set forth in (C) above or (E) below, the proceedings of either (C) above or (E) below shall apply.
(E)

Early redemption due to a squeeze-out(I) If, after amendment of the Company’s Articles of Incorporation to change the Company’s common shares intoclass shares subject to class-wide call, the Company’s General Meeting of Shareholders adopts a resolution to acquire
all shares of the Company’s common stock with consideration; or (II) if the Company’s Board of Directors adopts a
resolution to approve the Company’s special controlling shareholder’s request for sale of shares held by othershareholders of the Company to the special controlling shareholder; or (III) if the Company’s General Meeting of
Shareholders adopts a resolution to approve a consolidation of shares of the Company’s common stock that will resultin the common stock being delisted (each, a “Squeeze-out Event”), then the Company shall, upon giving notice to theholders of Bonds with Share Acquisition Rights and to the trustee company as soon as practicable (but in any event
within fourteen (14) days from the date of occurrence of the Squeeze-out Event), make an early redemption of all (butnot part) of the remaining Bonds by setting the redemption date on the date designated as such in that notice (with such
redemption date occurring before the effective date of the Squeeze-out Event and on a day no earlier than the
fourteenth (14th) Tokyo Business Day following, but no later than the thirtieth (30th) Tokyo Business Day following,
the date of such notice, provided that if such effective date occurs before the fourteenth (14th) Tokyo Business Day
following the date of such notice, such redemption date shall be advanced before such effective date) and by paying
the redemption amount calculated by the method equivalent to that for the redemption described in (C) above (with the―238―minimum and maximum redemption amounts being one hundred percent (100%) and two hundred and ten percent(210%), respectively, of the face value of the Bonds, except where the redemption date falls within the period
beginning on January 12, 2023 and ending on the date immediately preceding the Maturity Date, in which case theredemption amount shall be one hundred percent (100%) of the face value of the Bonds) plus accrued interest up to
and not including the redemption date.
(F)

Notwithstanding the above, if Share Acquisition Rights are exercised such that the Deposit Date for the Share
Acquisition Rights covered by the exercise request falls on or before October 25, 2022 pursuant to section 2 (7)(A)above, and if the Exercise Acquisition Date associated with such exercise request falls on or after the redemption date,then the provisions concerning redemption contained in (C), (D), and (E) above do not apply to the Bonds to whichsuch Share Acquisition Rights are attached.

(5)

Purchase and cancellation
The Company may at any time purchase Bonds with Share Acquisition Rights through an open market or by othermeans, may hold or resale the same, or may cancel the Bonds forming part of such Bonds with Share Acquisition
Rights. The Company’s subsidiaries may at any time purchase Bonds with Share Acquisition Rights through an open
market or by other means, may hold or resale the same, or deliver the same to the Company for cancellation of theBonds forming part of such Bonds with Share Acquisition Rights.

(6)

Acceleration
In the event of (i) a failure to perform or comply with any provision of the trust deed or the Bonds or (ii) any ofcertain other events set forth in the terms and conditions of the Bonds with Share Acquisition Rights, if the trustee
company gives the Company notice of acceleration of the Bonds as set forth in the terms and conditions of the Bonds
with Share Acquisition Rights, all obligations owed by the Company in respect of the Bonds shall immediately becomedue and payable, and the Company shall immediately redeem of the remaining Bonds by paying the face value thereof
plus accrued interest thereon (if any).

(7)

Denomination of the Bonds with Share Acquisition Rights
Certificates of name bonds with share acquisition rights under British law shall be issued to represent the Bonds with
Share Acquisition Rights (“Certificates of Bonds with Share Acquisition Rights”).

(8)

Restrictions on requests for conversion to certificates of bearer bonds with share acquisition rights
No requests shall be accepted for conversion of Certificates of Bonds with Share Acquisition Rights to certificates ofbearer bonds.

(9)

Agent for payment and receipt of requests for exercise of share acquisition rights for the Bonds with Share Acquisition
RightsMizuho Trust & Banking (Luxembourg) S.A. (primary agent for payment and receipt of requests for exercise of shareacquisition rights)(10) Register administrator for the Bonds with Share Acquisition Rights
Mizuho Trust & Banking (Luxembourg) S.A.

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(11) Security or guarantee for the Bonds(A) The Bonds are not secured by any collateral. No assets are reserved specifically for the Bonds.
(B)

The Shizuoka Bank, Ltd. guarantees the Company’s obligations such as the obligation to pay the principal of theBonds.

(12) Special financial provisions
Restrictions on the creation of security interest shall be imposed.

4.

Listed stock exchange
The Bonds with Share Acquisition Rights shall be listed on the Singapore Stock Exchange.

End―240―