These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Bank assumes no responsibility for these translations or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code: 8364)
May 29, 2024
(Starting date of the measures for electronic provision: May 27, 2024)
To Shareholders with Voting Rights:
Yasuhiro Iwayama
President
The Shimizu Bank, Ltd.
2-1 Fujimicho, Shimizu-ku,
Shizuoka-shi, Shizuoka, JapanNOTICE OF CONVOCATION OF
THE 149TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 149th Annual General Meeting of Shareholders of the Shimizu Bank,
Ltd. (the “Bank”). The meeting will be held as described below.
The Bank has taken measures for the electronic provision of materials for this General Meeting of
Shareholders, and posted the matters to be provided electronically on the following website.
The Bank’s website: https://www.shimizubank.co.jp/english/
In addition to the above, the materials to be provided electronically are disclosed on the following
website.
Tokyo Stock Exchange’s website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information thus disclosed, please access the website above, search for us by entering ourbank name or securities code, and select “Basic information” and then “Documents for public
inspection/PR information.”
If you are unable to attend the meeting, you can exercise your voting rights in writing or by electromagnetic
means (via the Internet etc.). Please review the Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by 5:00 p.m. on Wednesday, June 19, 2024 (Japan standard time).
1. Date and Time:Thursday, June 20, 2024 at 10:00 a.m. (Japan standard time)

2. Place:

Large Hall, 3F, Shimizu Bank Tenjin Head Office,7-30, Tenjin 1-chome, Shimizu-ku, Shizuoka-shi, Shizuoka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 149th Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Consolidated Financial Statements for the Bank’s 149th Fiscal Year (from
April 1, 2023 to March 31, 2024) and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Committee

1Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eleven (11) Directors (excluding Directors Serving as Audit &Supervisory Committee Members)
Proposal No. 3: Election of Four (4) Directors Serving as Audit & Supervisory Committee
Members2

4.Guide for Exercise of Voting Rights
The following three methods are available for exercising voting rights.
Exercise of Voting Rights by Attending the Meeting
Date and time: Thursday, June 20, 2024 at 10:00 a.m. (Japan standard time)
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception deskon the day of the meeting for confirmation. You are also kindly requested to bring this Notice ofConvocation.
Exercise of Voting Rights by ProxyIn the case of attendance by proxy, please present to the receptionist at the General Meeting of Shareholders
a document evidencing authority of the proxy to act as such, together with the Voting Rights Exercise Form.
(Please note that the proxy must be one other shareholder of the Bank entitled to exercise voting rights at theGeneral Meeting of Shareholders.)

Exercise of Voting Rights in Writing
Deadline: Wednesday, June 19, 2024 by 5:00 p.m. Japan standard time (time of receipt)
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it to us by the deadline.
Any voting right exercised in writing on the Voting Rights Exercise Form without indicating approval ordisapproval for a particular proposal will be counted as a vote for approval of the proposal.
Exercise of Voting Rights via the Internet
Deadline: Wednesday, June 19, 2024 by 5:00 p.m. Japan standard time (time of transmission)
For exercising voting rights via the Internet, please refer to page 5 (in Japanese version only) and indicate
your vote for or against the proposals by either of the following methods.
(a) “Smart Exercise” by scanning the QR Code described on the right-hand side of the Voting Rights
Exercise Form with a smartphone(b) Method by entering the Voting Rights Exercise Code and the Password
For institutional investors
As a method of exercising voting rights, you may use the “Electronic Voting System Platform” operated by
ICJ, Inc.

Handling of Duplicate Voting
If you vote both in writing on the Voting Rights Exercise Form and via the Bank’s designated website forthe exercise of voting rights on the Internet, only your vote placed via the Internet will be valid, irrespectiveof the date and time your votes arrive. In addition, if you place your votes multiple times via the Internet,
only the last vote will be treated as valid.
Split Voting
If you intend to engage in split voting, please submit an electronic or written notice indicating the reasonsfor the split voting at least three days prior to the General Meeting of Shareholders.
Other Matters to Which Electronic Provision Measures Apply (Matters Whose Recording in PhysicalDocuments is Omitted)
Of the matters to which electronic provision measures apply, the Matters related to Subscription Rights to
the Bank’s Shares, System for Ensuring Proper Operations, the Non-consolidated Statement of Changes in
Equity, the Notes to the Non-consolidated Financial Statements, the Consolidated Statement of Changes in
Equity, and the Notes to the Consolidated Financial Statements have been posted on the Bank’s website andTokyo Stock Exchange’s website in accordance with laws and regulations and the provisions of Article 17,
Paragraph 2 of the Articles of Incorporation of the Bank, and are therefore not included in the documents
provided to shareholders who made request for provision of physical documents. The Business Report, theNon-consolidated Financial Statements and the Consolidated Financial Statements audited by the Audit &Supervisory Committee and the Accounting Auditor in preparing the Audit Report and the Independent
Auditors’ Report, respectively, comprise the Matters related to Subscription Rights to the Bank’s Shares,
System for Ensuring Proper Operations the Non-consolidated Statement of Changes in Equity, the Notes to3the Non-consolidated Financial Statements, the Consolidated Statement of Changes in Equity, and the Notes
to the Consolidated Financial Statements, in addition to the documents included in this notice.
Any updates to the matters to which electronic provision measures apply will be posted on respective
websites.

4

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Considering that we reported a loss for the fiscal year under review due to sales of foreign currency bonds
for the purpose of reducing the cost of procuring foreign currency as a result of the rise in interest rate overseas,
we regret to announce appropriation of surplus as follows.
1. Matters concerning year-end dividends of surplus(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the total amount25 yen per share of common stock of the Bank
Total amount: 288,631,825 yen
The year-end dividend will be reduced by 5 yen from the last fiscal year. Including interim dividend,
dividends to be paid for the full year amount to 55 yen per share.
(3) Effective date of distribution of surplus
June 21, 2024
2. Other matters concerning appropriation of surplus(1) Item and the amount of surplus to be decreased
General reserve
3,500,000,000 yen(2) Item and the amount of surplus to be increased
Retained earnings brought forward 3,500,000,000 yen

5Proposal No. 2: Election of Eleven (11) Directors (excluding Directors Serving as Audit & Supervisory
Committee Members)
The terms of office of all eleven (11) incumbent Directors (excluding Directors serving as Audit &Supervisory Committee Members) will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of eleven (11) Directors (excluding Directors serving as Audit &Supervisory Committee Members) is proposed.
This proposal has been discussed by the Audit & Supervisory Committee, and there are no special mattersto be stated pursuant to the provisions of the Companies Act.
The candidates for Directors (excluding Directors serving as Audit & Supervisory Committee Members)
are as follows:
No.
1
2
3
4
5

Reappointment

Name
Katsuichiro Toyoshima
Yasuhiro Iwayama
Ayato Mochizuki
Masashi Hiraiwa
Nobuhide Fukazawa

6

Reappointment

Keiko Higashi

7

Reappointment

Yoshiki Shimma

8

Reappointment

Makoto Kono

9
10
11

Reappointment

Naoyuki Tamura
Masaki Yagi
Yasumasa Oki

Reappointment
Reappointment
Reappointment
Reappointment

Reappointment
New appointment

Current positions at the Bank
ChairmanPresident
Senior Managing Director
Managing Director
Managing Director
Outside Director
Independent Officer
Outside Director
Independent Officer
Outside Director
Independent Officer

Outside Director
Outside Director
Outside Director
Director
Director
Executive Officer

6

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr. 1981 Joined the Bank
Jun. 1996 General Manager of Secretariat Office
Apr. 2001 Senior General Manager of Corporate
Administration DivisionJun. 2003 Director, General Manager of Fuji Branch
24,049 shares
Jun. 2005 Managing Director
Attendance at Board ofJun. 2007 Senior Managing Director
Directors meetings:
Apr. 2011 Deputy President
100%
Apr. 2012 President(15/15 meetings)
Apr. 2020 Chairman (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Katsuichiro Toyoshima, serving as the President since April 2012 and the Chairman since April
2020, has a wealth of management experience gained though his involvement in a wide range ofbanking business processes, including business strategies, sales, market operation, personnel and laboraffairs, risk management, corporate credit review, and system clerical work. Based on his insight andexperience, the Bank believes he is capable of appropriately executing management decisions for the
Bank and has nominated him as a candidate for Director.
Katsuichiro
Toyoshima(July 6, 1957)
Reappointment

1

Apr. 1988 Joined the Bank
Jun. 2005 General Manager of Fuji-eki Nan Branch
Apr. 2012 Senior General Manager of Fuji Branch, Fuji
Shiyakusho-mae Branch and Matsuoka Branch
Apr. 2014 Managing Executive Officer
17,276 shares
Attendance at Board of Jun. 2015 Director, General Manager of Corporate
Directors meetings:
Administration Division
Oct. 2016 Managing Director
100%
May 2019 Senior Managing Director(15/15 meetings)
Apr. 2020 President (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Yasuhiro Iwayama, serving as the Senior Managing Director since May 2019 and the President
since April 2020, has a wealth of management experience gained though his involvement in a wide
range of banking business processes, including business strategies, sales, market operation, personnel
and labor affairs, risk management, corporate credit review, and system clerical work. Based on his
insight and experience, the Bank believes he is capable of appropriately executing management
decisions for the Bank and has nominated him as a candidate for Director.
Yasuhiro Iwayama(July 13, 1964)
Reappointment

2

7

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr. 1986 Joined the Bank
Jun. 2007 General Manager of Fujieda-eki Nishi BranchJul. 2011 Senior General Manager of Sales Division, Head
Office, Okitsu Branch and Yagima BranchJul. 2012 Senior General Manager of Sales Division, Head
9,989 shares
OfficeAttendance at Board of
Directors meetings: Jun. 2013 Director, General Manager of Sales Division,
Head Office
100%Jun. 2015 Managing Director(15/15 meetings)
Nov. 2018 Senior Managing Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Ayato Mochizuki, currently serving as the Senior Managing Director, has a wealth of management
experience gained though his involvement in a wide range of banking business processes, including
business strategies, sales, personnel and labor affairs, risk management, corporate credit review, andsystem clerical work. Based on his insight and experience, the Bank believes he is capable ofappropriately executing management decisions for the Bank and has nominated him as a candidate for
Director.
Ayato Mochizuki(January 27, 1964)
Reappointment

31991 Joined the Bank
2010 General Manager of Shimokanuki Branch2016 General Manager of Tokyo Branch2018 General Manager of Markets and International
Division
5,394 shares
Attendance at Board of
May 2019 General Manager of Corporate Administration
Directors meetings:
Division
100%
Jun. 2020 Director(15/15 meetings)
Apr. 2022 Managing Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Masashi Hiraiwa, serving as Managing Director, has a wealth of managing experience gained
through his involvement in a wide range of banking business processes, including sales, market
operation, and risk management. Based on his insight and experience, the Bank believes he is capableof appropriately executing management decisions for the Bank and has nominated him as a candidate
for Director.
Masashi Hiraiwa(April 17, 1968)
Reappointment

4

Apr.
Jul.
Apr.
Apr.

8

No.

5

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Apr. 1989 Joined the Bank
Jul. 2008 General Manager of Eastern Loan Center
Apr. 2011 General Manager of Kambara Branch and
AEON TOWN Kambara Branch
Apr. 2014 General Manager of Nagoya Branch and General
Manager of Business Information Office Nagoya
Nobuhide Fukazawa
Apr.
2016
General Manager of Takahashi Branch, Ihara(December 29, 1966)
Branch, Oshikiri Branch, Tsuji Branch andReappointment
Shimono Branch
Apr. 2018 Senior General Manager of Fuji Branch and6,546 shares
Attendance at Board of
Matsuoka Branch
Directors meetings:
Apr. 2020 Executive Officer, General Manager of Branch
100%
Advisory Division(15/15 meetings)
Apr. 2021 Executive Officer, General Manager ofManagement Planning DivisionJun. 2021 Director, General Manager of Management
Planning Division
Apr. 2022 Director
May. 2024 Managing Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Nobuhide Fukazawa serving as Managing Director, has a wealth of managing experience gained
through his involvement in a wide range of banking business processes, including business strategies,
sales, personnel and labor affairs, and corporate credit review. Based on his insight and experience, theBank believes he is capable of appropriately executing management decisions for the Bank and has
nominated him as a candidate for Director.
Apr. 1980 Full-time Lecturer, Tokai University JuniorCollege
Apr. 1990 Assistant Professor, Tokai University JuniorCollege
Apr. 2004 Professor, Tokai University Junior College
Apr. 2007 Professor, Department of Kansei Design, Schoolof Development Engineering, Tokai University
5,200 shares
Attendance at Board of Apr. 2011 Professor, Department of Environmental andSocietal Affairs, School of Marine Science andDirectors meetings:
Technology, Tokai University
93.3%
Jun. 2015 Director of the Bank (incumbent)(14/15 meetings)
Apr. 2019 Professor Emeritus, Tokai University(incumbent)[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Ms. Keiko Higashi has academic experience and social credibility cultivated as a university
professor. She has appropriately fulfilled her duties and responsibilities as Outside Director of theBank. Thus, the Bank has nominated her as a candidate for Outside Director in the expectation thatbased on her insight and experience, she will continue to provide supervision and advice, etc.
Keiko Higashi(August 23, 1953)
Reappointment
Outside Director
Independent Officer

6

Number of theBank’s shares
held

9

No.

Name
(Date of birth)8

Number of theBank’s shares
held1972 Joined Suzuyo & Co., Ltd.
2005 Managing Director, Suzuyo & Co., Ltd.
2009 Senior Managing Director, Suzuyo & Co., Ltd.
2012 President and Director, Suzuyo Holdings Co.,Ltd.
May 2013 President and Representative Director, Suzuyo
1,900 shares
Marine Co., Ltd.
Attendance at Board of Apr. 2014 President and Representative Director, Suzuyo
Transportation Co., Ltd.
Directors meetings:
Nov. 2020 Senior Advisor, Suzuyo Transportation Co., Ltd.
100%
(incumbent)(15/15 meetings)
Jun. 2022 Director of the Bank (incumbent)[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Mr. Yoshiki Shimma has a wealth of experience in the field of corporate management. He has
appropriately fulfilled his duties and responsibilities as Outside Director of the Bank. Thus, the Bank
has nominated him as a candidate for Outside Director in the expectation that based on his insight andexperience, he will continue to provide supervision and advice, etc.
Yoshiki Shimma(October 15, 1948)
Reappointment
Outside Director
Independent Officer

7

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Nov.
Jun.
Jan.

Oct. 2000 Registered as attorney-at-law with Tokyo Bar
Makoto Kono
Association(November 12, 1970)
Joined Aikawa Law Office
Reappointment
Apr. 2005 Registered as attorney-at-law with Shizuoka Bar
Outside Director
Association
Independent Officer
Joined Kono Law Office4,400 sharesSep. 2010 Representative Partner, Kono Law OfficeAttendance at Board of(incumbent)
Directors meetings: Jun. 2020 Director and Audit & Supervisory Committee
100%
Member of the Bank
(15/15 meetings)
Jun. 2023 Director of the Bank (incumbent)[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Mr. Makoto Kono has extensive experience as an attorney-at-law over many years. He has
appropriately fulfilled his duties and responsibilities as Outside Director of the Bank. Thus, the Bank
has nominated him as a candidate for Outside Director in the expectation that based on his insight andexperience, he will continue to provide supervision and advice, etc.

10

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr.
Oct.
Dec.
Jul.

9

1987 Joined the Bank
2003 General Manager of Ejiri Branch2006 General Manager of Business Planning Division
Naoyuki Tamura
2009 General Manager of Management Planning(September 22, 1964)
Division
Reappointment
Apr. 2011 General Manager of Yaizu Branch, Tajiri Branchand Otomi Branch
5,546 shares
Attendance at Board of Apr. 2012 General Manager of Tokyo Branch
Directors meetings: Apr. 2014 General Manager of General Affairs and Human
Resources Division
100%
Apr.
2016
General Manager of Internal Audit Division(15/15 meetings)
Apr. 2017 Senior General Manager of Corporate
Administration DivisionJun. 2019 Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Naoyuki Tamura has been involved in a wide range of banking business processes, including
business strategies, market operation, personnel and labor affairs, risk management, corporate credit
review, and system clerical work. Based on his insight and experience, the Bank believes he is capableof appropriately executing management decisions for the Bank and has nominated him as a candidate
for Director.
Apr.
Apr.
Feb.
Apr.

1994 Joined the Bank
2016 General Manager of Fujieda-eki Nishi Branch
Masaki Yagi
2019 General Manager of Mishima Branch(December 31, 1971)
2020 Senior General Manager of Corporate
Reappointment
Administration Division
Apr. 2021 Senior General Manager of Sales Division, Head
2,646 shares
Attendance at Board of
OfficeDirectors meetings: Apr. 2023 Senior General Manager of Management
Planning Division100%
10Jun. 2023 Director, General Manager of Management(12/12 meetings)
Planning Division
May 2024 Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Masaki Yagi has been involved in a wide range of banking business processes, including businessstrategies, sales, and risk management. Based on his insight and experience, the Bank believes he iscapable of appropriately executing management decisions for the Bank and has nominated him as a
candidate for Director.

11

11

Apr. 1995 Joined the Bank
Jul. 2012 General Manager of Yagima Branch and Okitsu
BranchYasumasa Oki
Apr. 2014 General Manager of Shimada Branch(June 14, 1970)
Apr. 2017 General Manager of Tokyo Branch
900 shares
New appointment
May 2019 Senior General Manager of Sales Division, Head
OfficeApr. 2021 Executive Officer, General Manager of Branch
Administration Division
Apr. 2023 Executive Officer (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Yasumasa Oki has been involved in a wide range of banking business processes, including risk
management and corporate credit review. Based on his insight and experience, the Bank believes he iscapable of appropriately executing management decisions for the Bank and has nominated him as a
candidate for Director.

(Notes) 1. Special interest relationship between each candidate for Director and the Bank
(1) Mr. Makoto Kono is the Bank’s legal counsel and the Bank pays him counseling fees.
(2) No special interest exists between any other candidates for Directors and the Bank.
2. Independence of candidates for Outside Directors (Independence Criteria for Outside Directors of the Bank are listed
on page 18.)
Ms. Keiko Higashi, Mr. Yoshiki Shimma, and Mr. Makoto Kono are candidates for Outside Director who meet thecriteria for determining the independence of Outside Directors of the Bank. The Bank has submitted notifications toTokyo Stock Exchange to register Ms. Keiko Higashi. Mr. Yoshiki Shimma, and Mr. Makoto Kono as independent
officers of the Bank. If their election is approved as originally proposed, they will continue to be independent officers.
3. Number of years in office as Outside Director
The terms of office as Outside Director will be nine (9) years for Ms. Keiko Higashi and two (2) years for Mr. Yoshiki
Shimma, and four (4) years for Mr. Makoto Kono at the conclusion of this Annual General Meeting of Shareholders.
4. Limited liability agreements with Outside Directors
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Bank has concluded agreementswith Ms. Keiko Higashi, Mr. Yoshiki Shimma, and Mr. Makoto Kono to limit their liabilities in the event that theyneglect their duties and that the limit of the liability under such agreements shall be the amount provided by laws andregulations. If the election of Ms. Keiko Higashi, Mr. Yoshiki Shimma, and Mr. Makoto Kono is approved, the Bank
intends to renew the limited liability agreements with them.
5. Directors and officers liability insurance contract
The Bank has concluded a directors and officers liability insurance contract with an insurance company to insure its
Directors as stipulated in Article 430-3, Paragraph 1 of the Companies Act. All insurance premiums are borne by theBank.
The insurance contract covers damages incurred by the insured in the event of a claim for damages arising from actsby the insured in the course of his or her duties, and is renewed each year. However, the insurance contract has certain
exclusions, such as not covering any loss or damage caused by an insured who knowingly violated laws andregulations. Should each candidate be appointed and assume office as Director, each candidate will be insured under
the insurance contract. The Bank intends to renew the insurance contract during the term of office of each candidate.

12

Proposal No. 3: Election of Four (4) Directors Serving as Audit & Supervisory Committee Members
The terms of office of all four (4) incumbent Audit & Supervisory Board Members will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the election of four (4) Directors
serving as Audit & Supervisory Committee Members is proposed.
The consent of the Audit & Supervisory Committee has been obtained for the submission of this proposal.
The candidate for Director serving as Audit & Supervisory Committee Member is as follows:No.
1

New appointment

Name
Fumitoshi Yabuzaki

2

Reappointment

Kazuaki Isobe

3

Reappointment

Shigeyuki Konagaya

4

Reappointment

Kanako Ito

Outside Director
Independent Officer
Outside Director
Independent Officer
Outside Director
Independent Officer

13

Current positions at the Bank
Senior Managing Director
Outside Director and Audit &Supervisory Committee Member
Outside Director and Audit &Supervisory Committee Member
Outside Director and Audit &Supervisory Committee Member

No.

1

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Apr. 1985 Joined the Bank
Fumitoshi Yabuzaki Jun. 2007 General Manager of Markets and International
Division(June 1, 1962)
Oct. 2010 General Manager of Tokyo Branch
New appointment
Apr. 2012 Senior General Manager of Corporate
Administration Division
18,892 shares
Attendance at Board of
Directors meetings: Jun. 2013 Executive Officer
Apr. 2015 Managing Executive Officer
100%
Jun. 2017 Director(15/15 meetings)
May 2019 Managing Director
Apr. 2022 Senior Managing Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Fumitoshi Yabuzaki, currently serving as the Senior Managing Director, has a wealth ofmanagement experience gained though his involvement in a wide range of banking business processes,
including business strategies, market operation, personnel and labor affairs, risk management, andsystem clerical work. Based on his insight and experience, the Bank believes he is capable ofperforming duties appropriately as the Bank’s Audit & Supervisory Committee Member and has
nominated him as a candidate for Director serving as Audit & Supervisory Committee Member.
Kazuaki Isobe(January 4, 1948)
Reappointment
Outside Director
Independent Officer

Apr.
Mar.
Aug.
Sep.

Jun.
Attendance at Board of Jun.
Directors meetings:
100%(15/15 meetings)
2

Number of theBank’s shares
held1971 Joined Showa Audit Corporation
1974 Passed Certified Public Accountant examination
1974 Left Showa Audit Corporation
1974 Established CPA Isobe Kazuaki Office(incumbent)
2014 Audit & Supervisory Board Member of the Bank
2020 Director and Audit & Supervisory Committee
Member of the Bank (incumbent)

5,700 shares

Attendance at Audit &Supervisory
Committee meetings:
100%(13/13 meetings)[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Mr. Kazuaki Isobe has extensive experience as a Certified Public Accountant over many years. He has
appropriately fulfilled his duties and responsibilities as the Bank’s Outside Director and Audit &Supervisory Committee Member. Thus, the Bank has nominated him as a candidate for Outside
Director serving as Audit & Supervisory Committee Member in the expectation that based on his
insight and experience, he will continue to provide supervision and advice, etc.

14

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Shigeyuki Konagaya(January 1, 1954)
Reappointment
Outside Director
Independent Officer

3Jun. 1976 Employed by Shizuoka City
Apr. 2005 Director, Policy and Legal Affairs Division,
General Affairs Department, General Affairs
BureauApr. 2008 Senior Advisor, Commerce and Industry
Department, Economic Affairs Bureau andDirector, Commercial Labor Administration
Attendance at Board of
Division
Directors meetings:
2,100 shares
Apr.
2010
Director, Administrative Management
100%
Department, Management Bureau(15/15 meetings)
Apr. 2011 Director, Management Bureau
Attendance at Audit & Apr. 2012 Director, General Affairs Bureau
Oct. 2013 Deputy Mayor of Shizuoka City
Supervisory
Committee meetings: Mar. 2021 Retired as Deputy Mayor of Shizuoka City
Jun. 2021 Director and Audit & Supervisory Committee
100%
Member of the Bank (incumbent)(13/13 meetings)[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Mr. Shigeyuki Konagaya has experience and social credibility cultivated in public administration as
Deputy Mayor of Shizuoka City. He has appropriately fulfilled his duties and responsibilities as Outside
Director and Audit & Supervisory Committee Member. Thus, the Bank has nominated him as a
candidate for Outside Director serving as Audit & Supervisory Committee Member in the expectationthat based on his insight and experience, he will continue to provide supervision and advice, etc.
Kanako Ito(April 12, 1953)
Reappointment
Outside Director
Independent Officer

Apr. 1983 Registered as attorney-at-law with Dai-Ichi
Tokyo Bar Association
Apr. 1996 Registered as attorney-at-law with Shizuoka Bar
Association
Joined Ito Law Office (incumbent)
Jun. 2023 Director and Audit & Supervisory Committee
Member of the Bank (incumbent)
Attendance at Board of
Directors meetings:
100%(12/12 meetings)
4

200 shares

Attendance at Audit &Supervisory
Committee meetings:
100%(10/10 meetings)[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Ms. Kanako Ito has extensive experience as an attorney-at-law over many years. She has appropriately
fulfilled her duties and responsibilities as the Bank’s Outside Director and Audit & Supervisory
Committee Member. Thus, the Bank has nominated her as a candidate for Outside Director serving as
Audit & Supervisory Committee Member in the expectation that based on her insight and experience,
she will continue to provide supervision and advice, etc.

(Notes) 1. Special interest relationship between the candidate for Director serving as Audit & Supervisory Committee Member
and the Bank
(1) Ms. Kanako Ito is the Bank’s legal counsel and the Bank pays her counseling fees.
(2) No special interest exists between any other candidates for Directors serving as Audit & Supervisory Committee
Members and the Bank.
2. Independence of candidates for Outside Directors (Independence Criteria for Outside Directors of the Bank are listed
on page 18)
Mr. Kazuaki Isobe, Mr. Shigeyuki Konagaya, and Ms. Kanako Ito are candidates for Outside Directors who meet thecriteria for determining the independence of Outside Directors of the Bank. The Bank has submitted notifications toTokyo Stock Exchange, Inc. to register Mr. Kazuaki Isobe, Mr. Shigeyuki Konagaya, and Ms. Kanako Ito as15

independent officers of the Bank. If their election is approved as originally proposed, they will continue to be
independent officers.
3. Number of years in office as Outside Director
The terms of office as Outside Director at the conclusion of this Annual General Meeting of Shareholders will be four(4) years for Mr. Kazuaki Isobe (ten (10) years including his term as Outside Audit & Supervisory Board Member ofthe Bank), three (3) years for Mr. Shigeyuki Konagaya, and one (1) year for Ms. Kanako Ito at the conclusion of thisAnnual General Meeting of Shareholders.
4. Limited liability agreements with Outside Directors
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Bank has concluded agreementswith Mr. Kazuaki Isobe, Mr. Shigeyuki Konagaya, and Ms. Kanako Ito to limit their liabilities in the event that theyneglect their duties and that the limit of the liability under such agreements shall be the amount provided by laws andregulations. If the election of Mr. Kazuaki Isobe, Mr. Shigeyuki Konagaya, and Ms. Kanako Ito is approved, the Bank
intends to renew the agreements with them.
5. Directors and officers liability insurance contract
The Bank has concluded a directors and officers liability insurance contract with an insurance company to insure
Directors as stipulated in Article 430-3, Paragraph 1 of the Companies Act. All insurance premiums are borne by theBank.
The insurance contract covers damages incurred by the insured in the event of a claim for damages arising from actsby the insured in the course of his or her duties, and is renewed each year. However, the insurance contract has certain
exclusions, such as not covering any loss or damage caused by an insured who knowingly violated laws andregulations. Should each candidate be appointed and assume office as Director, each candidate will be insured under
the insurance contract. The Bank intends to renew the insurance contract during the term of office of each candidate.

16

<Reference>[Skill matrix of the Directors after Proposal No. 2 and Proposal No. 3 have been approved]
The following illustrates extensive experience and skills possessed by Directors.
Name
Katsuichiro
Toyoshima
Yasuhiro
IwayamaAyato
Mochizuki
Masashi
Hiraiwa
Nobuhide
Fukazawa
NaoyukiTamuraMasaki
Yagi
Yasumasa
Oki
Fumitoshi
Yabuzaki(Audit &Supervisory
Committee
Member)Experience and skills
Personnel
MarketRisk
Corporate
Systemand labor
operation
management
creditreviewclericalwork
affairs

Businessstrategy

Sales

Male

●

●

●

●

●

●

●

Male

●

●

●

●

●

●

●

Male

●

●

●

●

●

●

●

Male
Male

●

Male

●

Male

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

The following illustrates the areas of expertise possessed by Outside Directors.
Area of expertise
Corporate
Academic
Legal
Finance andmanagement experienceaffairs
accounting

Name
Keiko
Higashi
YoshikiShimmaMakotoKono
KazuakiIsobe(Audit &Supervisory
Committee
Member)Shigeyuki
Konagaya(Audit &Supervisory
Committee
Member)KanakoIto(Audit &Supervisory
Committee
Member)Male

Regional
economy●Female

●

●

Male

Male

●

●
●

Male

●

Male

●

Male

●

Female*The above tables do not indicate all of the insights and experiences possessed by each Director.
17Independence Criteria for Outside Directors of the Bank
The Bank appoints as its Independent Outside Directors persons who possess professional
expertise, the necessary knowledge for the execution of duties, and extensive experience as amanager, and who meet the requirements for Outside Directors stipulated in the Companies Act aswell as the Independence Criteria outlined below.
Independence Criteria
In principle, persons who do not meet any of the following criteria either currently or recently.
1. A person for whom the Bank is a major business partner or the executor of business for
said person, or a person that is a major business partner of the Bank or the executor of
business for said person
2. A consultant, accounting specialist, or legal specialist, etc. who has received a significant
amount of money or other assets from the Bank, other than executive remuneration
3. Employees, etc. of consulting offices, accounting offices, and law offices for whom the
Bank is a major business partner
4. A person who is in receipt of a significant amount of donations from the Bank, or thebusiness executor if said person is a corporation
5. A major shareholder of the Bank or the business executor if said shareholder is a
corporation
6. Close relatives of the following persons (excluding insignificant persons)a. A person to whom any of the above 1. to 5. applies
b. A Director, Audit & Supervisory Board Member, Executive Officer, and important
employee, etc. of the Bank and its subsidiaries







“Recently” refers to cases that can, for practical purposes, be regarded as occurring in thepresent. For example, this includes cases applicable at the point at which details of
proposals at the General Meeting of Shareholders appointing Independent Officers as
Outside Directors were decided. “Recently” does not refer to more than a year ago.
“Major” refers to a business partner with whom the Bank has a transactional relationshipthat could affect business decisions, etc. to the same extent as a parent company,
subsidiary, or affiliated company.
A “significant amount” refers to an average of 10 million yen or more over the past three
years.
“Close relatives” refers to a spouse or relative within the second degree of kinship.
“Insignificant persons” refers to officers and manager-level persons of a company orbusiness partner, and persons other than certified public accountants affiliated with each
audit corporation and lawyers affiliated with each law firm.
[End of Document]18