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 31, 2023
(Starting date of the measures for electronic provision: May 30, 2023)
To Shareholders with Voting Rights:
Yasuhiro Iwayama
President and Representative Director
The Shimizu Bank, Ltd.
2-1 Fujimicho, Shimizu-ku,
Shizuoka-shi, Shizuoka, JapanNOTICE OF CONVOCATION OF
THE 148TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 148th 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 21, 2023 (Japan standard time).
1. Date and Time:Thursday, June 22, 2023 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 148th Fiscal Year (from April 1, 2022 to March 31, 2023)
2. Consolidated Financial Statements for the Bank’s 148th Fiscal Year (from
April 1, 2022 to March 31, 2023) 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 One (1) Director Serving as Audit & Supervisory Committee
Members
Proposal No. 4: Revision of the Amount of Remuneration for Directors (excluding Directors
Serving as Audit & Supervisory Committee Members)
Proposal No. 5: Determination of Remuneration for the Allotment of Shares with Restrictions
on Transfer to Directors (excluding Directors Serving as Audit & Supervisory
Committee Members and Outside Directors)

2

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 22, 2023 at 10:00 a.m. (Japan standard time)
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk on 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 the General Meeting of Shareholders.)

Exercise of Voting Rights in Writing
Deadline: Wednesday, June 21, 2023 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 21, 2023 by 5:00 p.m. Japan standard time (time of transmission)
For exercising voting rights via the Internet, please refer to page 4 (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,irrespective of 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 a written notice indicating the reasons for 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
and Tokyo 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, the Non-consolidated Financial Statements and the Consolidated Financial Statements audited by
the Audit & Supervisory Committee and the Accounting Auditor in preparing the Audit Report and theIndependent 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 in3

Equity, the Notes to 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 inthis 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
With respect to the appropriation of surplus, the Bank’s basic policy is to maintain stable distribution ofdividends to shareholders while securing internal reserve to enhance management quality and to prepare forchanges in the operating environment. Accordingly, it is proposed that the surplus be appropriated asfollows:
1. Matters concerning year-end dividends of surplus(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the total amount
30 yen per share of common stock of the Bank
Total amount: 345,609,180 yen
Including interim dividend, dividends to be paid for the full year amount to 60 yen per share.
(3) Effective date of distribution of surplus
June 23, 2023
2. Other matters concerning appropriation of surplus(1) Item and the amount of surplus to be increased
General reserve
500,000,000 yen(2) Item and the amount of surplus to be decreased
Retained earnings brought forward 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
Fumitoshi Yabuzaki
Masashi Hiraiwa

6

Reappointment

Keiko Higashi

7

Reappointment

Yoshiki Shimma

8

New appointment

Makoto Kono

9
10

Reappointment
Reappointment

Naoyuki Tamura
Nobuhide Fukazawa

11

New appointment

Masaki Yagi

Reappointment
Reappointment
Reappointment
Reappointment

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

6

Outside Director
Outside Director
Outside Director and Audit &Supervisory Committee Member
Director
Director
Senior General Manager ofManagement Planning Division

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
16,973 shares
Jun. 2005 Managing Director
Attendance at Board
Jun. 2007 Senior Managing Directorof 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 andlabor 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.
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
9,000 shares
Attendance at Board Jun. 2015 Director, General Manager of Corporateof 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,
6,400 shares
Head OfficeAttendance at Boardof 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 ofmanagement experience gained though his involvement in a wide range of banking businessprocesses, including business strategies, sales, 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.
Ayato Mochizuki(January 27, 1964)
Reappointment

3

4

Apr. 1985 Joined the Bank
Jun. 2007 General Manager of Markets and International
Fumitoshi Yabuzaki
Division(June 1, 1962)
Oct. 2010 General Manager of Tokyo Branch
Reappointment
Apr. 2012 Senior General Manager of Corporate
Administration Division
16,000 shares
Attendance at Board
Jun. 2013 Executive Officer
of Directors meetings:
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 businessprocesses, including business strategies, market operation, personnel and labor affairs, risk
management, and system clerical work. 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.

8

No.

Name
(Date of birth)6

Number of theBank’s shares
held1991 Joined the Bank
2010 General Manager of Shimokanuki Branch2016 General Manager of Tokyo Branch2018 General Manager of Markets and International
Division
3,200 shares
Attendance at Board
May 2019 General Manager of Corporate Administrationof 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 iscapable of appropriately executing management decisions for the Bank and has nominated him as a
candidate for Director.
Masashi Hiraiwa(April 17, 1968)
Reappointment

5

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Jul.
Apr.
Apr.

Apr. 1980 Full-time Lecturer, Tokai University JuniorCollege
Keiko Higashi
Apr. 1990 Assistant Professor, Tokai University Junior(August 23, 1953)
College
Reappointment
Apr. 2004 Professor, Tokai University Junior College
Outside Director
Apr. 2007 Professor, Department of Kansei Design,
Independent Officer
School of Development Engineering, Tokai
4,400 shares
University
Attendance at Board Apr. 2011 Professor, Department of Environmental andof Directors meetings:
Societal Affairs, School of Marine Science and100%
Technology, Tokai University(15/15 meetings)
Jun. 2015 Director of the Bank (incumbent)
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.

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
700 shares
Marine Co., Ltd.
Attendance at Board Apr. 2014 President and Representative Director, Suzuyo
Transportation Co., Ltd.
of Directors meetings:
Nov. 2020 Senior Advisor, Suzuyo Transportation Co., Ltd.
100%
(incumbent)(12/12 meetings)
Jun. 2022 Director of the Bank (incumbent)[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Mr. Yosiki 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, theBank has nominated him as a candidate for Outside Director in the expectation that based on his
insight and experience, 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
Association
Makoto Kono
Joined Aikawa Law Office(November 12, 1970) Apr. 2005 Registered as attorney-at-law with Shizuoka
New appointment
Bar Association
4,000 shares
Joined Kono Law OfficeOutside Director
Independent Officer Sep. 2010 Representative Partner, Kono Law Office(incumbent)
Jun. 2020 Director and Audit & Supervisory Committee
Member 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 the Bank’s Director and Audit & Supervisory
Committee Member since June 2020. Thus, the Bank has nominated him as a candidate for Outside
Director in the expectation that based on his insight and experience, 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

10

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
Branch and Otomi Branch
3,800 shares
Attendance at Board Apr. 2012 General Manager of Tokyo Branchof Directors meetings: Apr. 2014 General Manager of General Affairs and Human
Resources Division100%
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 iscapable of appropriately executing management decisions for the Bank and has nominated him as a
candidate for Director.
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 andGeneral Manager of Business Information
Nobuhide Fukazawa
Office Nagoya(December 29, 1966)
Apr. 2016 General Manager of Takahashi Branch, Ihara
Reappointment
Branch, Oshikiri Branch, Tsuji Branch andShimono Branch
3,500 shares
Attendance at Board
Apr. 2018 Senior General Manager of Fuji Branch andof Directors meetings:
Matsuoka Branch100%
Apr. 2020 Executive Officer, General Manager of Branch(15/15 meetings)
Advisory Division
Apr. 2021 Executive Officer, General Manager ofManagement Planning DivisionJun. 2021 Director, General Manager of Management
Planning Division
Apr. 2022 Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Nobuhide Fukazawa has been involved in a wide range of banking business processes, including
business strategies, sales, and corporate credit review. 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.

11

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr.
Apr.
Feb.
Apr.

11

1994 Joined the Bank
2016 General Manager of Fujieda-eki Nishi Branch2019 General Manager of Mishima Branch
Masaki Yagi
2020 Senior General Manager of Corporate(December 31, 1971)
1,000 shares
Administration Division
New appointment
Apr. 2021 Senior General Manager of Sales Division,
Head Office
Apr. 2023 Senior General Manager of Management
Planning Division (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Masaki Yagi has been involved in a wide range of banking business processes, including
business strategies and risk management. Based on his insight and experience, the Bank believes heis capable of appropriately executing management decisions for the Bank and has nominated him asa 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 arelisted on page 20.)
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 eight (8) years for Ms. Keiko Higashi and one (1) year for Mr.
Yoshiki Shimma at the conclusion of this Annual General Meeting of Shareholders. Mr. Makoto Kono currently
holds the position of Director serving as Audit & Supervisory Committee Member (the term of office is three (3)years), and is scheduled to resign as Director serving as Audit & Supervisory Committee Member at the conclusionof 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
and regulations. If the election of Ms. Keiko Higashi, Mr. Yoshiki Shimma, and Mr. Makoto Kono is approved, theBank 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
the Bank.
The insurance contract covers damages incurred by the insured in the event of a claim for damages arising fromacts by the insured in the course of his or her duties, and is renewed each year. However, the insurance contract hascertain 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 eachcandidate.

12

Proposal No. 3: Election of One (1) Director Serving as Audit & Supervisory Committee Member
Mr. Makoto Kono, who is Director serving as Audit & Supervisory Committee Member, will retire at theconclusion of this Annual General Meeting of Shareholders to assume office as Director (excluding Director
serving as Audit & Supervisory Committee Member). Accordingly, the election of one (1) Director serving
as Audit & Supervisory Committee Member is proposed.
The term of office of the Director serving as Audit & Supervisory Committee Member to be elected willbe the remainder of the term of office of the retiring Director serving as Audit & Supervisory Committee
Member in accordance with the provisions of Article 22, Paragraph 3 of the Articles of Incorporation of theBank.
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.

Name
(Date of birth)

Kanako Ito(April 12, 1953)
New appointment
Outside Director
Independent Officer

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

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)
0 shares1[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. 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 provide supervision andadvice, etc.
(Notes) 1. Special interest relationship between the candidate for Director serving as Audit & Supervisory Committee
Member and the Bank
Ms. Kanako Ito is the Bank’s legal counsel and the Bank pays her counseling fees.
2. Independence of candidates for Outside Directors (Independence Criteria for Outside Directors of the Bank arelisted on page 20)
Ms. Kanako Ito is a candidate for Outside Director who meets the Independence Criteria for Outside Directors of
the Bank. If the election of Ms. Kanako Ito is approved, the Bank intends to submit a notification to Tokyo Stock
Exchange to register her as an independent officer of the Bank.
3. Limited liability agreements with Outside Directors
If the election of Ms. Kanako Ito is approved, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act, the Bank intends to conclude an agreement with her to limit her liability in the event that she
neglects her duties and that the limit of the liability under such an agreement shall be the amount provided by laws
and regulations.
4. 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
the Bank.
The insurance contract covers damages incurred by the insured in the event of a claim for damages arising fromacts by the insured in the course of his or her duties, and is renewed each year. However, the insurance contract hascertain exclusions, such as not covering any loss or damage caused by an insured who knowingly violated laws andregulations. Should the candidate be appointed and assume office as Director, the candidate will be insured under
the insurance contract. The Bank intends to renew the insurance contract during the term of office of the candidate.

13

Proposal No. 4: Revision of the Amount of Remuneration for Directors (excluding Directors Serving as
Audit & Supervisory Committee Members)
At the 145th Annual General Meeting of Shareholders held on June 25, 2020, approval was granted forthe amount of remuneration for Directors (excluding Directors serving as Audit & Supervisory Committee
Members) to be set at a maximum of 270 million yen per annum for fixed remuneration (including amaximum of 20 million yen for Outside Directors) and, separate from this fixed remuneration framework, amaximum of 30 million yen per annum for performance-based remuneration (excluding Directors serving as
Audit & Supervisory Committee Members and Outside Directors) and a maximum of 36 million yen perannum for share remuneration-based stock options.
As part of the review of the remuneration system for its officers, the Bank requests the approval of therevision of the frameworks for fixed remuneration and performance-based remuneration as follows, inconsideration of the changes in the economic environment and the increase in the responsibilities of
Directors associated with the expansion of the Bank’s business scale, etc.
The current number of Directors (excluding Directors serving as Audit & Supervisory Committee
Members) is eleven (11), including three (3) Outside Directors. If Proposal No. 2 is approved as originallyproposed, the number of Directors (excluding Directors serving as Audit & Supervisory Committee
Members) will remain eleven (11), including three (3) Outside Directors.
[Details of the Revision]
With the above-mentioned purpose in mind, it is proposed that the amount of monetary remuneration to
be provided to Directors (excluding Directors serving as Audit & Supervisory Committee Members) be set at
a maximum of 260 million yen per annum (including a maximum of 20 million yen per annum for Outside
Directors) for the framework for fixed remuneration and, as shown in the table below, the amount ofmonetary remuneration to be provided to Directors (excluding Directors serving as Audit & Supervisory
Committee Members and Outside Directors) be set at a maximum of 40 million yen per annum for theframework for performance-based remuneration.
Framework for Performance-based Remuneration
Remuneration framework
Profit level(per annum)
4,000 million yen or more
40 million yen
3,000 million yen or more and less than 4,000 million yen
30 million yen
2,000 million yen or more and less than 3,000 million yen
20 million yen
1,000 million yen or more and less than 2,000 million yen
10 million yen
Less than 1,000 million yen
0 yen
At the meeting of the Board of Directors held on February 22, 2021, the Bank established decision
policies pertaining to the contents of remuneration to each Director, with the overview of the contents being
described on pages 32 to 34 of the Business Report herein. With the approval of this proposal as a condition,
the Bank plans to modify the contents of said policies to fit this proposal. The revision of the amount of
remuneration for Directors has been decided following recommendations of the Nomination andRemuneration Advisory Committee. In addition, the Audit & Supervisory Committee has reviewed thecontents of deliberations at the Nomination and Remuneration Advisory Committee, the remuneration
structure, and the method of calculation for specific amounts of remuneration. The Audit & Supervisory
Committee has also reviewed this proposal to conclude that there are no special matters that should be
disclosed pursuant to the provisions of the Companies Act. For the reasons stated above, the content of this
proposal is deemed to be reasonable.

14

Proposal No. 5: Determination of Remuneration for the Allotment of Shares with Restrictions on Transfer
to Directors (excluding Directors Serving as Audit & Supervisory Committee Members
and Outside Directors)
At the 145th Annual General Meeting of Shareholders held on June 25, 2020, approval was granted forthe amount of remuneration for Directors (excluding Directors serving as Audit & Supervisory Committee
Members) to be set at a maximum of 270 million yen per annum for fixed remuneration (including amaximum of 20 million yen for Outside Directors) and, separate from this fixed remuneration framework, amaximum of 30 million yen per annum for performance-based remuneration (excluding Directors serving as
Audit & Supervisory Committee Members and Outside Directors) and a maximum of 36 million yen perannum for share remuneration-based stock options. (the Bank is asking for shareholders’ approval under
Proposal No. 4 “Revision of the Amount of Remuneration for Directors (excluding Directors Serving as
Audit & Supervisory Committee Members)” at this General Meeting of Shareholders that the amount of
fixed monetary remuneration be set at a maximum of 260 million yen per annum (including a maximum of
20 million yen per annum for Outside Directors) and the amount of performance-based remuneration be set
at a maximum of 40 million yen per annum.).
The Bank requests approval to provide new remuneration for the allotment of shares with restrictions ontransfer to its Directors (excluding Directors serving as Audit & Supervisory Committee Members andOutside Directors), which is separate from these frameworks for remuneration, in lieu of theabove-mentioned share remuneration-based stock options, with a view to providing Directors, including
those to be elected in the future, with incentives to contribute to sustainable enhancement of the Bank’s
corporate value and further promote their sharing of value with the Bank’s shareholders. If this proposal isapproved, the share remuneration-based stock options will be abolished, except for those already allotted,
and no share acquisition rights as share remuneration-based stock options will be issued going forward.
The total amount of monetary remuneration to be provided for the allotment of shares with restrictions ontransfer to the Bank’s Directors (excluding Directors serving as Audit & Supervisory Committee Members
and Outside Directors; hereinafter, the “Eligible Directors”) pursuant to this proposal will be a maximum of
36 million yen per annum, which is deemed to be a reasonable amount given the above-mentioned purpose.
Allocation of the amount to each Eligible Director will be determined at a meeting of the Board of Directors.
The current number of Directors (excluding Directors serving as Audit & Supervisory Committee
Members) is eleven (11), including three (3) Outside Directors. If Proposal No. 2 is approved as originallyproposed, the number of Directors (excluding Directors serving as Audit & Supervisory Committee
Members) will remain eleven (11), including three (3) Outside Directors.
Eligible Directors shall, based on a resolution of the Bank’s Board of Directors, tender all the monetarycompensation receivables awarded according to this proposal as a contribution in kind to have shares of theBank’s common stock issued thereto or disposed of therefore. The total number of common stock of the
Bank thus issued or disposed of shall not exceed 26,000 shares of the Bank’s common stock per annum.
Provided, however, that said total number may be adjusted within a reasonable range in the case that a stock
split (including a gratis allotment) or a reverse stock split of the Bank’s common stock is conducted on orafter the day when this proposal is approved, or any other reason arises that would require the adjustment of
the total number of the Bank’s common shares that are issued or disposed of as shares with restrictions ontransfer. The amount to be paid per such share shall be determined by the Board of Directors within a rangethat is not excessively favorable for Eligible Directors, based on the closing price of the Bank’s common
stock at the Tokyo Stock Exchange on the business day preceding the day when the relevant resolution ismade by the Bank’s Board of Directors or, if the stock’s trading is not closed, the closing price on the day
when such trading is closed immediately before.
Regarding the issuance or disposal of the Bank’s common stock upon such payment, a contract on theallotment of shares with restrictions on transfer (hereinafter, the “Allotment Contract”) that includes thefollowing provisions shall be concluded between the Bank and an Eligible Director.
(1) An Eligible Director must not transfer, create a security interest in or otherwise dispose of the sharesof the Bank’s common stock that are allotted according to the Allotment Contract (hereinafter, the“Allotted Shares”) during the period between the date of allotment of shares with restrictions ontransfer and the date when the Eligible Director loses a position on the board or other positions
15

prescribed by the Board of Directors of the Bank (hereinafter, the “Transfer Restriction Period”).
(Such restrictions are hereinafter collectively referred to as “Transfer Restrictions.”)(2) If an Eligible Director loses either position as provided in (1) above before the period separately
determined by the Board of Directors of the Bank (hereinafter, the “Service Provision Period”)
expires, the Bank may automatically acquire, without any compensation therefor, the Allotted Shares
unless there exist reasons the Board of Directors of the Bank deems valid.
(3) The Bank will lift the transfer restriction on all of the Allotted Shares at the expiration of theTransfer Restriction Period on the condition that an Eligible Director has served as either Director orother positions prescribed by the Board of Directors of the Bank without a break throughout theService Provision Period. Provided, however, that if an Eligible Director loses all of the positions
provided in (1) above for reasons the Board of Directors of the Bank deems valid as provided in (2)above before the expiration of the Service Provision Period, the number of the Allotted Shares
whose Transfer Restrictions are to be lifted and the timing of the lifting of Transfer Restrictions will
be reasonably adjusted as may be necessary.
(4) The Bank may automatically acquire, without any compensation therefor, the Allotted Shares whose
Transfer Restrictions are not lifted at the expiration of the Transfer Restriction Period pursuant to theprovisions in (3) above.
(5) In the case that a proposal for a merger agreement under which the Bank will be absorbed, a shareexchange agreement or a stock transfer plan under which the Bank will become a wholly owned
subsidiary, or other forms of reorganization of the Bank was approved by the Bank’s General
Meeting of Shareholders (or the Bank’s Board of Directors when such reorganization does not
require approval of the Bank’s General Meeting of Shareholders) during the Transfer Restriction
Period, the Bank will, by a resolution of its Board of Directors, lift the Transfer Restrictions on thereasonably-determined number of the Allotted Shares prior to the effective date of suchreorganization.
(6) In cases prescribed in (5) above, the Bank will automatically acquire without any compensation
therefor the Allotted Shares whose Transfer Restrictions have yet to be lifted at the time immediately
after Transfer Restrictions have been lifted pursuant to the provisions in (5) above.
(7) A method of indication of intention or notification under the Allotment Contract, a method ofrevising the Allotment Contract and/or other matters determined by the Board of Directors shallconstitute the provisions of the Allotment Contract.
At the meeting of the Board of Directors held on February 22, 2021, the Bank established decision
policies pertaining to the contents of remuneration to each Director, with the overview of the contents being
described on pages 32 to 34 of the Business Report herein. With the approval of this proposal as a condition,
the Bank plans to modify the contents of said policies to fit this proposal. In addition, as stated above,
because the amount to be paid for shares with restrictions on transfer will be within a range that is notexcessively favorable, and the dilution ratio is slight, the allotment of the shares with restrictions on transfer
is deemed to be reasonable.
Remuneration for the allotment of shares with restrictions on transfer to Directors has been determinedfollowing recommendations of the Nomination and Remuneration Advisory Committee. In addition, theAudit & Supervisory Committee has reviewed the contents of deliberations at the Nomination andRemuneration Advisory Committee, etc. The Audit & Supervisory Committee has also reviewed this
proposal to conclude that there are no special matters that should be disclosed pursuant to the provisions of
the Companies Act.

16

(Reference) Decision policies pertaining to the contents of remuneration to each Director
1. Basic policy
The basic policy on remuneration for Directors of the Bank is that its scheme is linked withshareholders’ interest so that remuneration will function adequately as an incentive to contribute tosustainable enhancement of the Bank’s corporate value and that remuneration to each Director is set ata reasonable level by taking into account their duties. In more concrete terms, remuneration for
Directors (excluding Directors serving as Audit & Supervisory Committee Members) shall consist of
fixed remuneration, performance-based remuneration, and shares with restrictions on transfer, andOutside Directors and Directors serving as Audit & Supervisory Committee Members shall receive
fixed remuneration only in light of their duties.
2. Decision policies pertaining to the amount and timing of provision of fixed remuneration to each
Director
Fixed remuneration for Directors (excluding Directors serving as Audit & Supervisory Committee
Members) shall be paid monthly in a fixed amount, which is determined, as approved at a General
Meeting of Shareholders, at a maximum of 260 million yen per annum by comprehensively taking into
account standards of other banks, performance of the Bank, and salaries to employees for respective
rank, duties, and the length of service in the position.
3. Decision policies pertaining to the contents of performance indicators that concern performance-based
remuneration and the amount and the timing of provision of such remuneration to each Director
With the aim of raising awareness on the part of Directors towards enhancing business performancefor each business year, performance-based remuneration will be paid monthly on the basis of the net
profit of a respective business year to Directors (excluding Directors serving as Audit & Supervisory
Committee Members) who will be in office between June of the following business year and June of
the business year after that in the amount determined by taking into consideration respective rank,
duties, and the length of service in the position within the range as determined in the table below.
Framework for Performance-based Remuneration
Remuneration framework
Profit level(per annum)
4,000 million yen or more
40 million yen
3,000 million yen or more and less than 4,000 million yen
30 million yen
2,000 million yen or more and less than 3,000 million yen
20 million yen
1,000 million yen or more and less than 2,000 million yen
10 million yen
Less than 1,000 million yen
0 yen
4. Decision policies pertaining to the contents of non-monetary remuneration, calculation method of theamount or number and the timing of provision of such remuneration to each Director
Non-monetary remuneration will be paid with shares with restrictions on transfer in order toincentivize Directors to contribute to sustainable enhancement of the Bank’s corporate value and further
promote their sharing of value with the Bank’s shareholders. Eligible Directors shall tender all themonetary compensation receivables awarded by the Bank as a contribution in kind to have shares of theBank’s common stock issued thereto or disposed of therefor. The total amount of monetary
remuneration to be provided for the allotment of shares with restrictions on transfer will be a maximumof 36 million yen per annum, which is separate from the framework for monetary remuneration, and thetotal number of shares of the Bank’s common stock thus issued or disposed of will be a maximum of
26,000 shares per annum. The number of shares with restrictions on transfer to be allotted to Eligible
Directors will be determined by taking into consideration respective rank, duties, and the length ofservice in the position and, as a general rule, such shares will be delivered at a certain time of the year.
The Transfer Restriction Period of shares with restrictions on transfer will be from the date of allotmentof such shares and the date when the Eligible Director loses a position on the board or other positionsprescribed by the Board of Directors of the Bank.
5. Decision policies pertaining to the ratio of the amounts of fixed remuneration, performance-based
remuneration, or non-monetary remuneration to the amount of remuneration for each Director(excluding Directors serving as Audit & Supervisory Committee Members)Composition ratios by type of remuneration to Directors (excluding Directors serving as Audit &Supervisory Committee Members) will be designed in a way that the weight of performance-based
17remuneration is higher for Directors with a higher rank, based on the remuneration level benchmarked
against enterprises, etc. whose business scale is similar to that of the Bank or which belong to relatedindustries and business categories, and will be considered by the Nomination and Remuneration
Advisory Committee, more than half of its members are Independent Outside Directors (excluding
Directors serving as Audit & Supervisory Committee Members). The Board of Directors(Representative Director delegated by the Board of Directors in 6. below) will, with respect to thecontents of recommendations made by the Nomination and Remuneration Advisory Committee,
determine the contents of remuneration for each Director (excluding Directors serving as Audit &Supervisory Committee Members) within a composition ratio of each type of remuneration. A standard
ratio among different types of remuneration, that is, fixed remuneration, performance-based
remuneration, and non-monetary remuneration, will be 8:1:1.
6. Matters regarding decisions on the contents of remuneration, etc. for each Director (excluding
Directors serving as Audit & Supervisory Committee Members)
Based on the resolution of the Board of Directors, the Representative Director is delegated theauthority to determine specific details of the evaluation of performance and allocation of
performance-based remuneration that take into account the amount of fixed remuneration and theperformance of business he/she is responsible for. In order to ensure that such authority is exercised
properly by the Representative Director, the Board of Directors shall submit a draft to the Nomination
and Remuneration Advisory Committee to seek their recommendations, and the Representative
Director shall make the decision in accordance with the contents of said recommendations.
The Board of Directors shall determine the number of shares with restrictions on transfer to beallocated to each Director (excluding Directors serving as Audit & Supervisory Committee Members)
based on the recommendation of the Nomination and Remuneration Advisory Committee.

18

<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
Fumitoshi
Yabuzaki
Masashi
Hiraiwa
NaoyukiTamuraNobuhide
Fukazawa
Masaki
Yagi
AkihiroMochizuki(Audit &Supervisory
Committee
Member)Experience and skills
Personnel
MarketRisk
Corporate
Systemand labor
operation
management credit review clerical work
affairs

Businessstrategy

Sales

Male

●

●

●

●

●

●

●

Male

●

●

●

●

●

●

●

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

●

Female*The above tables do not indicate all of the insights and experiences possessed by each Director.
19●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
as well 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]20