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)
June 5, 2017
To Shareholders with Voting Rights:
Katsuichiro Toyoshima
President and Representative Director
The Shimizu Bank, Ltd.
2-1 Fujimicho, Shimizu-ku,
Shizuoka-shi, Shizuoka, JapanNOTICE OF CONVOCATION OF
THE 142ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 142nd Annual General Meeting of Shareholders of the Shimizu Bank,
Ltd. (the “Bank”). The meeting will be held as described below.
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(described hereinafter) and exercise your voting rights by 5:00 p.m. on Thursday, June 22, 2017 (Japan
standard time).
1. Date and Time:

Friday, June 23, 2017 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 142nd Fiscal Year (from April 1, 2016 to March 31, 2017)
2. Consolidated Financial Statements for the Bank’s 142nd Fiscal Year (from
April 1, 2016 to March 31, 2017) and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eleven (11) Directors
Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member

1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: Friday, June 23, 2017 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 in order to save resources.
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: Thursday, June 22, 2017 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.
Exercise of Voting Rights via the Internet etc.
Deadline: Thursday, June 22, 2017 by 5:00 p.m. Japan standard time (time of transmission)
Please access the Bank’s designated website for the exercise of voting rights (http://www.it-soukai.com/)using the “Voting Rights Exercise Code” and “Password” shown on the enclosed Voting Rights Exercise
Form, follow the on-screen guidance, and indicate your vote for or against the proposals by the deadline.
You must change your password when you first log in to ensure security.

Please refer to the “Information on Exercising Voting Rights via the Internet” on pages 34 to 35 whenvoting via the Internet.

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.
Matters disclosed on the Internet
Of the documents required to be appended to this Notice of Convocation as attachments, the Mattersrelated to Subscription Rights to the Bank’s Shares, 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(http://www.shimizubank.co.jp/) in accordance with laws and regulations and Article 17 of the Articles ofIncorporation of the Bank, and are therefore not included in the attached documents.
The Business Report, the Non-consolidated Financial Statements and the Consolidated Financial
Statements audited by the Audit & Supervisory Board Members 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, the Non-consolidated Statement of Changes in Equity, the Notes
to the Non-consolidated Financial Statements, the Consolidated Statement of Changes in Equity, and theNotes to the Consolidated Financial Statements, in addition to the documents included in the attacheddocuments.

2

Any updates to the Reference Documents for the General Meeting of Shareholders, the Business Report,
the Non-consolidated Financial Statements, or the Consolidated Financial Statements will be posted on the
Bank’s website (http://www.shimizubank.co.jp/).

Requests
1. The air conditioning at the venue is set to a relatively high temperature to save energy, and therefore werequest all the shareholders to wear light clothing when attending the meeting.

3

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: 286,075,560 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 26, 2017
2. Other matters concerning appropriation of surplus(1) Item and the amount of surplus to be increased
General reserve2,000,000,000 yen(2) Item and the amount of surplus to be decreased
Retained earnings brought forward 2,000,000,000 yen

4Proposal No. 2: Election of Eleven (11) Directors
The terms of office of eleven (11) Directors will expire at the conclusion of this Annual General Meetingof Shareholders. Accordingly, the election of eleven (11) Directors is proposed.
The candidates for Directors are as follows:
No.
1
2
3
4
5

Reappointment

Name
Katsuichiro Toyoshima
Akihiro Mochizuki
Shigeru Nonoyama
Ayato Mochizuki
Yasuhiro Iwayama

6

Reappointment

Fujio Kaneda

7

Reappointment

Keiko Higashi

8

New appointment

Takashi Aizawa

9
10
11

Reappointment
New appointment

Shunji Usami
Fumitoshi Yabuzaki

New appointment

Yosuke Wakabayashi

Reappointment
Reappointment
Reappointment
Reappointment

Current positions at the Bank
President
Senior Managing Director
Managing Director
Managing Director
Managing Director
OutsideIndependent Officer
OutsideIndependent Officer
OutsideIndependent Officer

Outside Director
Outside Director
Director
Managing Executive Officer
General Manager ofManagement Planning Division

5

No.

1

2

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 Division
Katsuichiro Toyoshima
12,173 shares
Jun. 2003 Director, General Manager of Fuji Branch(July 6, 1957)
Jun. 2005 Managing Director
Jun. 2007 Senior Managing Director
Apr. 2011 Deputy President
Apr. 2012 President (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Katsuichiro Toyoshima, currently serving as the President, has a wealth of management
experience gained though his involvement in a wide range of banking business processes, including
management planning, risk management, finance, business promotion, credit, and personnel affairs.
Thus, the Bank believes he is capable of appropriately executing management decisions for the Bankand has nominated him as a candidate for Director.
Apr. 1980 Joined the Bank
Feb. 1999 General Manager of Yabe Branch
Apr. 2004 Senior General Manager of Management
Akihiro Mochizuki
Planning Division and Secretariat Office
5,100 shares(April 4, 1957)
Jun. 2005 Director, General Manager of Shizuoka Branch
Apr. 2011 Managing Director
Jun. 2013 Senior Managing Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Akihiro 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 management planning, risk management, finance, and personnel affairs. Thus,
the Bank believes he is capable of appropriately executing management decisions for the Bank andhas nominated him as a candidate for Director.

6

No.

3

4

5

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr. 1983 Joined the Bank
Apr. 2000 General Manager of Tsuji Branch
Shigeru Nonoyama
Jun. 2007 Senior General Manager of Sales Division, Head
4,700 shares(May 30, 1959)
OfficeJun. 2011 Director
Jun. 2013 Managing Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Shigeru Nonoyama, currently serving as a Managing Director, has a wealth of management
experience gained though his involvement in a wide range of banking business processes, including
management planning, risk management, finance, system operation, and investment. Thus, the Bank
believes he is capable of appropriately executing management decisions for the Bank and has
nominated him as a candidate for Director.
Apr. 1986 Joined the Bank
Jun. 2007 General Manager of Fujieda-eki Nishi BranchJul. 2011 Senior General Manager of Sales Division, Head
Ayato Mochizuki
Office, Okitsu Branch and Yagima Branch
2,700 shares(January 27, 1964)
Jul. 2012 Senior General Manager of Sales Division, Head
OfficeJun. 2013 Director
Jun. 2015 Managing Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Ayato Mochizuki, currently serving as a Managing Director, has a wealth of management
experience gained though his involvement in a wide range of banking business processes, including
management planning, risk management, finance, and business promotion. Thus, the Bank believes
he is capable of appropriately executing management decisions for the Bank and has nominated him
as a candidate for Director.
Apr. 1988 Joined the Bank
Jun. 2005 General Manager of Fuji-eki Nan Branch
Apr. 2012 Senior General Manager of Fuji Branch, Fuji
Yasuhiro Iwayama
Shiyakusho-mae Branch and Matsuoka Branch
2,300 shares(July 13, 1964)
Apr. 2014 Managing Executive Officer
Jun. 2015 Director
Oct. 2016 Managing Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Yasuhiro Iwayama, currently serving as a Managing Director, has a wealth of management
experience gained though his involvement in a wide range of banking business processes, including
management planning, risk management, finance, and business promotion. Thus, the Bank believes
he is capable of appropriately executing management decisions for the Bank and has nominated him
as a candidate for Director.

7

No.

6

7

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Sep. 1969 Employed by Shimizu City
Apr. 1995 Manager of National Health Insurance
Department, Health and Social Welfare Division
Fujio Kaneda
Apr. 2001 General Manager of Finance Division
1,800 shares(January 25, 1944)
Apr. 2003 Treasurer of Shizuoka City
Mar. 2007 Retired from the office of Shizuoka City
Jun. 2007 Audit & Supervisory Board Member of the Bank
Jun. 2014 Director (incumbent)[Reasons for nomination as a candidate for Outside Director]
Mr. Fujio Kaneda has experience and social credibility cultivated through his career in local
administration as the Treasurer of Shizuoka City. The Bank believes he can reflect his profoundinsight in the Bank’s management and has nominated him as a candidate for Outside Director.
The Bank has submitted a notification to Tokyo Stock Exchange Inc. to register Mr. Fujio Kaneda as
an independent officer of the Bank.
Mr. Fujio Kaneda will have served three (3) years as an Outside Director of the Bank at theconclusion of this Annual General Meeting of Shareholders.
Apr. 1980 Full-time Lecturer, Tokai University JuniorCollege
Apr. 1990 Assistant Professor, Tokai University JuniorCollege
Apr. 2004 Professor, Tokai University Junior College
Keiko Higashi
600 shares
Apr. 2007 Professor, Department of Kansei Design, School(August 23, 1953)
of Development Engineering, Tokai University
Apr. 2011 Professor, Department of Environmental andSocietal Affairs, School of Marine Science andTechnology, Tokai University (incumbent)
Jun. 2015 Director of the Bank (incumbent)[Reasons for nomination as a candidate for Outside Director]
Ms. Keiko Higashi has experience and social credibility cultivated as a university professor. The
Bank believes she can reflect her profound insight in the Bank’s management and has nominated her
as a candidate for Outside Director.
The Bank has submitted a notification to Tokyo Stock Exchange Inc. to register Ms. Keiko Higashi as
an independent officer of the Bank.
Ms. Keiko Higashi will have served two (2) years as an Outside Director of the Bank at theconclusion of this Annual General Meeting of Shareholders.

8

No.

8

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr. 1969 Joined The Long-Term Credit Bank of Japan,
Ltd.
Jun. 1996 Director, The Long-Term Credit Bank of Japan,
Ltd.
Oct. 1997 Managing Director, Senior Managing Director,
Chogin Securities Inc.
Jun. 1998 Managing Director, Kumagai Gumi Co., Ltd.
Takashi Aizawa
0 sharesNov. 2002 Director, Suzuyo Construction Co., Ltd.
(October 16, 1946)
Nov. 2004 Director and Vice President, Suzuyo
Construction Co., Ltd.
Apr. 2005 President and Representative Director, Suzuyo
Construction Co., Ltd.
Nov. 2016 Chairman and Representative Director, Suzuyo
Construction Co., Ltd. (incumbent)[Reasons for nomination as a candidate for Outside Director]
Mr. Takashi Aizawa has a wealth of experience and extensive knowledge concerning corporate
management. The Bank believes he can reflect his profound insight in the Bank’s management andhas nominated him as a candidate for Outside Director.
If the election of Mr. Takashi Aizawa is approved, the Bank intends to submit a notification to Tokyo
Stock Exchange Inc. to register him as an independent officer of the Bank.

9

No.

9

10

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr. 1983 Joined the Bank
Jan. 2002 General Manager of Aritama Branch
Shunji Usami
Apr. 2010 Senior General Manager of Shizuoka Branch,
2,300 shares(October 25, 1959)
Takajomachi Branch and Abekawa Branch
Apr. 2012 Managing Executive Officer
Jun. 2014 Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Shunji Usami has been involved in a wide range of banking business processes, including credit,
corporate rehabilitation, and business promotion. Thus, the Bank believes he is capable ofappropriately executing management decisions for the Bank and has nominated him as a candidate
for Director.
Apr. 1985 Joined the Bank
Jun. 2007 General Manager of Markets and International
Division
Fumitoshi Yabuzaki Oct. 2010 General Manager of Tokyo Branch
3,000 shares(June 1, 1962)
Apr. 2012 Senior General Manager of Corporate
Administration DivisionJun. 2013 Executive Officer
Apr. 2015 Managing Executive Officer (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Fumitoshi Yabuzaki has been involved in a wide range of banking business processes, including
risk management, finance, and investment. Thus, the Bank believes he is capable of appropriately
executing management decisions for the Bank and has nominated him as a candidate for Director.
Apr.
Apr.
Apr.
Apr.

11

1989 Joined the Bank
2012 General Manager of Shimada Branch2014 General Manager of Shizuoka-minami Branch
Yosuke Wakabayashi
2016 General Manager of General Affairs and Human 1,400 shares(December 23, 1965)
Resources Division
Apr. 2017 General Manager of Management Planning
Division (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Yosuke Wakabayashi has been involved in a wide range of banking business processes, including
management planning, risk management, and personnel affairs. Thus, the Bank believes he is capableof 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) The Bank has transactions, including loans, with Suzuyo Construction Co., Ltd. where Mr. Takashi Aizawa serves
as Chairman and Representative Director.
(2) No special interest exists between any other candidates for Director and the Bank.
2. 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. Fujio Kaneda and Ms. Keiko Azuma to limit their liabilities in the event that they neglect their duties andthat the limit of the liability under such agreements shall be the amount provided by laws and regulations. If theelection of Mr. Fujio Kaneda and that of Ms. Keiko Azuma are approved, the Bank intends to renew limited
liability agreements with them.
If the election of Mr. Takashi Aizawa is approved, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act, the Bank intends to conclude an agreement with Mr. Aizawa to limit his liabilities in the event that
he neglects his duties.

10

Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
The terms of office of two (2) Audit & Supervisory Board Members will expire at the conclusion of thisAnnual General Meeting of Shareholders. Accordingly, the election of two (2) Audit & Supervisory Board
Members is proposed.
The consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidates for Audit & Supervisory Board Members are as follows:

No.

1

Name
(Date of birth)

Brief personal history, positions andsignificant concurrent positions

Number of theBank’s shares
held

Apr. 1990 Registered as attorney-at-law with Tokyo Bar
Association
Youichiro Ito
Apr.
1995
Registered as attorney-at-law with Shizuoka Bar(February 1, 1948)
Association
Opened Ito Law Office in Aoi-ku, Shizuoka City
800 shares
Reappointment
Apr. 1999 Acting Corporate Auditor of the Bank
OutsideThe term of office ended in June 1999
Independent Officer Jun. 2009 Audit & Supervisory Board Member(incumbent)[Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Youichiro Ito has extensive knowledge and experience as an attorney-at-law over many years.
Thus, the Bank believes he is capable of performing duties appropriately as the Bank’s Outside Audit& Supervisory Board Member and has nominated him as a candidate for Outside Audit &Supervisory Board Member.
The Bank has submitted a notification to Tokyo Stock Exchange Inc. to register Mr. Youichiro Ito as
an independent officer of the Bank.
Mr. Youichiro Ito will have served eight (8) years as an Outside Audit & Supervisory Board Member
at the conclusion of this Annual General Meeting of Shareholders.
Apr.
Jul.
Apr.
Jun.
Jun.

2

1983 Joined the Bank
2000 General Manager of Human Resources Division
Naoki Tobayama
2008 Senior General Manager of Hamamatsu Branch(June 14, 1959)
2010 Director
2,400 shares
New appointment
2015 President and Representative Director, The
Shimizu Regional Economy Research Center,
INC (incumbent)[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
Mr. Naoki Tobayama has been involved in a wide range of banking business processes, including
management planning, risk management, finance, and investment. Thus, the Bank believes he iscapable of performing duties appropriately as the Bank’s Audit & Supervisory Board Member andhas nominated him as a candidate for Audit & Supervisory Board Member.

(Notes) 1. Special interest relationship between each candidate for Audit & Supervisory Board Member and the Bank
(1) Mr. Youichiro Ito is the Bank’s legal counsel and the Bank pays him counseling fees.
(2) No special interest exists between the other candidate for Audit & Supervisory Board Member and the Bank.
2. Limited liability agreement with Outside Audit & Supervisory Board Members
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Bank has concluded an agreementwith Mr. Youichiro Ito to limit his liabilities in the event that he neglects his duties and that the limit of the liability
under such agreement shall be the amount provided by laws and regulations. If the election of Mr. Yoichiro Ito isapproved, the Bank intends to renew the limited liability agreement with him.

11

Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
In order to ensure that the number of incumbent Audit & Supervisory Board Members does not fall shortof that required by laws and regulations, the election of one (1) Substitute Outside Audit & Supervisory
Board Member is proposed.
The consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows.

Name(Date of birth)

Brief personal history, positions, andsignificant concurrent positions

Number of theBank’s shares
held

Oct. 2000 Registered as attorney-at-law with Tokyo Bar
Association
Joined Aikawa Law Office
0 shares
Apr. 2005 Registered as attorney-at-law with Shizuoka Bar
Association
Joined Kono Law Office (incumbent)
Makoto Kono
(November 12, 1970) [Reasons for nomination as a candidate for Substitute Outside Audit &Supervisory Board Member]
OutsideMr. Makoto Kono has extensive knowledge and experience as an
Independent Officer
attorney-at-law over many years. Thus, the Bank believes he is capable ofperforming duties appropriately as the Bank’s Outside Audit & Supervisory
Board Member and has nominated him as a candidate for substitute Outside
Audit & Supervisory Board Member.
In addition, Mr. Makoto Kono is a candidate for independent officer as
stipulated by Tokyo Stock Exchange Inc.
(Notes) 1. Special interest relationship between the candidate for substitute Audit & Supervisory Board Member and the Bank
Mr. Makoto Kono, a candidate for substitute Audit & Supervisory Board Member, is the Bank’s legal counsel andthe Bank pays him counseling fees.
2. Limited liability agreements with Outside Audit & Supervisory Board Members
As provided in the Articles of Incorporation, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act, the Bank may conclude agreements with Outside Audit & Supervisory Board Members to limit
their liabilities in the event that they neglect their duties and that the limit of the liability under such agreements
shall be the amount provided by laws and regulations. If election of Mr. Makoto Kono is approved and he assumes
the office of Audit & Supervisory Board Member, the Bank intends to conclude a limited liability agreement withhim.

12