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, 2020
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 145TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 145th 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 Wednesday, June 24, 2020 (Japan
standard time).
1. Date and Time:Thursday, June 25, 2020 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 145th Fiscal Year (from April 1, 2019 to March 31, 2020)
2. Consolidated Financial Statements for the Bank’s 145th Fiscal Year (from
April 1, 2019 to March 31, 2020) 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: Partial Amendment to the Articles of Incorporation
Proposal No. 3: Election of Ten (10) Directors (excluding Directors Serving as Audit &Supervisory Committee Members)
Proposal No. 4: Election of Four (4) Directors Serving as Audit & Supervisory Committee
Members
Proposal No. 5 Establishment of the Amount of Remuneration for Directors (excluding
Directors Serving as Audit & Supervisory Committee Members)
Proposal No. 6 Establishment of the Amount of Remuneration for Directors Serving as Audit &Supervisory Committee Members
Proposal No. 7 Determination of the Amount and Details of Remuneration in Stock Options for
Directors (excluding Directors Serving as Audit & Supervisory Committee
Members and Outside Directors)
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: Thursday, June 25, 2020 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: Wednesday, June 24, 2020 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: Wednesday, June 24, 2020 by 5:00 p.m. Japan standard time (time of transmission)
Please access the Bank’s designated website for the exercise of voting rights (https://soukai.mizuho-tb.co.jp/) 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.
When using a mobile phone with a QR Code-reading function, you can access the website for the
exercise of voting rights by scanning the QR Code shown left.

Please refer to the “Information on Exercising Voting Rights via the Internet” (in Japanese version only) on
pages 50 to 51 when voting 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/).

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, in consideration of the loss recorded in association with thetreatment of a securities investment-related loss caused in part by the turmoil in the world’s financial markets
in the fiscal year under review, it is regrettably proposed that the surplus be appropriated 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: 289,631,050 yen
The year-end dividend will be reduced by 5 yen from the previous 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 26, 2020
2. Other matters concerning appropriation of surplus(1) Item and the amount of surplus to be decreased
General reserve
4,000,000,000 yen(2) Item and the amount of surplus to be increased
Retained earnings brought forward 4,000,000,000 yen

4Reference Matters Applying to Proposals No. 2 to No. 7
In order to further enhance the corporate governance structure, it is proposed that the Bank transitions to a
Company with an Audit & Supervisory Committee. Proposals No. 2 to No. 7 described in pages 7 to 27 inthis Notice of Convocation are all related to the transition. For this reason, the Bank will provide an
overview of a Company with an Audit & Supervisory Committee and an explanation as to reasons for thetransition from a Company with an Audit & Supervisory Board to a Company with an Audit & Supervisory
Committee.
 Overview of a Company with an Audit & Supervisory Committee•

A Company with an Audit & Supervisory Committee is a company that has an Audit & Supervisory
Committee but cannot have Audit & Supervisory Board Members or an Audit & Supervisory Board.

•

The Audit & Supervisory Committee comprises three or more Directors serving as Audit & Supervisory
Committee Members, the majority of whom must be Outside Directors.

•

The term of office of Directors other than Audit & Supervisory Committee Members shall be one year,
and the term of office of Directors serving as Audit & Supervisory Committee Members shall be twoyears.

•

Directors serving as Audit & Supervisory Committee Members have voting rights at meetings of theBoard of Directors, and are involved in decision-making over proposals regarding the election anddismissal of Directors, the election and removal of Representative Directors, and overall
decision-making regarding the execution of other business (excluding business for which decisions havebeen delegated to Directors). Audit & Supervisory Committee Members selected by the Audit &Supervisory Committee also have the authority to offer opinions at the General Meeting of Shareholders
regarding the election, dismissal, and remuneration of Directors other than Audit & Supervisory
Committee Members. In this respect, Audit & Supervisory Committee Members and the Audit &Supervisory Committee have stronger oversight functions than Audit & Supervisory Board Members
and an Audit & Supervisory Board.

•

A Company with an Audit & Supervisory Committee may delegate all or part of decisions overimportant business execution to Directors by resolution of the Board of Directors, where provided for in
the Articles of Incorporation. As a result, this enables delegated Directors to make prompt businessdecisions and execute business with flexibility. Meanwhile, it allows the Board of Directors to strengthen
its oversight functions over the executor of business.

 Reasons for Transition to a Company with an Audit & Supervisory Committee
By transitioning to a Company with an Audit & Supervisory Committee, the Bank will grant voting rights
at meetings of the Board of Directors to Directors serving as Audit & Supervisory Committee Members(including multiple Outside Directors) to strengthen the oversight functions of the Board of Directors, andwill further enhance the corporate governance structure and increase corporate value.

5 Proposals No. 2 to No. 7
Transitioning to a Company with an Audit & Supervisory Committee requires amendments to the Articles
of Incorporation, and these amendments are therefore proposed in Proposal No. 2: Partial Amendment to the
Articles of Incorporation.
In addition, a Company with an Audit & Supervisory Committee is required to differentiate the election of
Directors other than Audit & Supervisory Committee Members and Directors serving as Audit &Supervisory Committee Members. For this reason, Proposal No. 3 proposes the election of Directors otherthan Audit & Supervisory Committee Members, and Proposal No. 4 proposes the election of Directors
serving as Audit & Supervisory Committee Members.
Furthermore, in a Company with an Audit & Supervisory Committee, the amount of remuneration for
Directors must be determined separately for Directors other than Audit & Supervisory Committee Members
and Directors serving as Audit & Supervisory Committee Members. For this reason, Proposal No. 5 proposes
the amount of remuneration for Directors other than Audit & Supervisory Committee Members, Proposal
No. 6 proposes the amount of remuneration for Directors serving as Audit & Supervisory Committee
Members, and Proposal No. 7 proposes the amount and details of stock option remuneration for Directors(excluding Directors serving as Audit & Supervisory Committee Members and Outside Directors).

6

Proposal No. 2: Partial Amendment to the Articles of Incorporation
1. Reasons for the Amendment
It is proposed that the Bank transitions to a Company with an Audit & Supervisory Committee with theaim of strengthening audit and oversight functions and working to further enhance corporate governance andincrease corporate value.
(1) Necessary changes will be made in accordance with the transition to a Company with an Audit &Supervisory Committee, including the establishment of new rules pertaining to the Audit &Supervisory Committee and Audit & Supervisory Committee Members and the abolition of rules
pertaining to the Audit & Supervisory Board and Audit & Supervisory Board Members.
(2) A new regulation will be established by resolution of the Board of Directors enabling the delegation of
all or part of important business execution (excluding matters prescribed in items of Article 399-13,
Paragraph 5 of the Companies Act) to Directors.
(3) Regulations in the Articles of Incorporation relating to limited liability agreements will be amended toenable Directors who are not engaged in business execution to fully fulfill the roles expected of them.
The consent of each Audit & Supervisory Board Member has been obtained for this amendment.
(4) The regulations will be changed to establish the position of Vice Chairman and Director as Executive
Director.
(5) In addition, necessary amendments, including changes to the number of Articles resulting from theabove amendments, will be made.

7

2. Details of the Amendments
Details of the amendments are as follows.
The amendments to these Articles of Incorporation will become effective as of the conclusion of thisAnnual General Meeting of Shareholders.
(Amended parts are underlined)
Proposed amendment
Chapter I General Provisions

Current
Chapter I General Provisions
Articles 1 to 3

Articles 1 to 3
(Omitted)(Unchanged)(Organs)
Article 4(Organs)
Article 4
In addition to the General Meeting of
Shareholders and Directors, the Bank shallestablish the following entities.
1. Board of Directors
2. Audit & Supervisory Board Members
3. Audit & Supervisory Board
4. Accounting Auditor

Article 5

In addition to the General Meeting of
Shareholders and Directors, the Bank shallestablish the following entities.
1. Board of Directors
2. Audit & Supervisory Committee(Deleted)
3. Accounting Auditor
Article 5(Omitted)

Chapter II(Unchanged)

Shares

Chapter II

Articles 6 to 12

Articles 6 to 12(Omitted)

Chapter III(Unchanged)

General Meeting of Shareholders

Chapter III

Articles 13 to 19

General Meeting of Shareholders

Articles 13 to 19(Omitted)

Chapter IV

Shares(Unchanged)

Directors and the Board of Directors

Chapter IV Directors and the Board of Directors(Number of Directors)
Article 20
The number of Directors of the Bank shallnot exceed seventeen (17).

(Number of Directors)
Article 20
The number of Directors of the Bank
(excluding Directors serving as Audit &Supervisory Committee Members) shall not
exceed seventeen (17).
(2) The number of Directors of the Bank
serving as Audit & Supervisory Committee
Members shall not exceed five (5).

(Newly established)8Current(Election of Directors)
Article 21
Directors shall be elected by resolution of
the General Meeting of Shareholders.

Proposed amendment(Election of Directors)
Article 21
Directors shall be elected by resolution of
the General Meeting of Shareholders,differentiating Directors serving as Audit &Supervisory Committee Members fromother Directors.
(2) (Unchanged)(3) (Unchanged)(2) (Omitted)(3) (Omitted)(Term of Office of Directors)
Article 22
The term of office of Directors shall expire
upon the conclusion of the Annual General
Meeting of Shareholders held with respect
to the last business year ending within two(2) years following their election to office.

(Newly established)(2) The term of office of newly elected
Directors shall be the remainder of the termof office of the other Directors.
(Newly established)(Term of Office of Directors)
Article 22
The term of office of Directors (excluding
Directors serving as Audit & Supervisory
Committee Members) shall expire upon the
conclusion of the Annual General Meetingof Shareholders held with respect to the lastbusiness year ending within one (1) year
following their election to office.
(2) The term of office of Directors serving as
Audit & Supervisory Committee Members
shall expire upon the conclusion of theAnnual General Meeting of Shareholders
held with respect to the last business year
ending within two (2) years following theirelection to office.
(Deleted)(3) The term of office of Directors serving as
Audit & Supervisory Committee Members
who have been elected as substitutes for
Directors serving as Audit & Supervisory
Committee Members who retired prior to
the expiration of their term of office shall be
the remainder of the term of office of theretiring Directors serving as Audit &Supervisory Committee Members.
(4) The effective term of a resolution
concerning the election of substitute
Directors serving as Audit & Supervisory
Committee Members under Article 329,
Paragraph 3 of the Companies Act shall,unless reduced by such resolution, expire
upon the commencement of the Annual
General Meeting of Shareholders held withrespect to the last business year ending
within two (2) years from the time of theresolution.

(Newly established)

9Current(Executive Directors)
Article 23
The Board of Directors may, by resolution,
appoint one (1) each of Advisor andDirector, Chairman and Director, andPresident and Director, as well as several
Deputy Presidents and Directors, Senior
Managing Directors, and Managing
Directors.

Proposed amendment(Executive Directors)
Article 23
The Board of Directors may, by resolution,
appoint one (1) each of Chairman and
Director, and President and Director, as well
as several Vice Chairmen and Directors,
Deputy Presidents and Directors, Senior
Managing Directors, Managing Directors,
and Advisors and Directors from among
Directors (excluding Directors serving as
Audit & Supervisory Committee Members).

(Representative Directors)
Article 24
The Board of Directors shall, by resolution,
appoint the President as Representative
Director.

(Representative Directors)
Article 24
The Board of Directors shall, by resolution,
appoint the President as Representative
Director from among Directors (excluding
Directors serving as Audit & Supervisory
Committee Members).
(2) The Board of Directors may, by resolution,
appoint a Representative Director of the
Bank other than the President and Director
from among Directors (excluding Directors
serving as Audit & Supervisory Committee
Members).

(2) The Board of Directors may, by resolution,
appoint a Representative Director of the
Bank other than the President and Director.

(Remuneration, Etc. for Directors)
Article 25
Property benefits paid to Directors by the
Bank as remuneration, bonuses, and otherconsideration for performance of duties(hereinafter, “remuneration, etc.”) shall be
determined by resolution of the General
Meeting of Shareholders.

(Remuneration, Etc. for Directors)
Article 25
Property benefits paid to Directors by the
Bank as remuneration, bonuses, and otherconsideration for performance of duties
shall be determined by resolution of theGeneral Meeting of Shareholders,differentiating between Directors serving as
Audit & Supervisory Committee Members
and other Directors.

(Notice of Convocation of Meetings of the Board of
Directors)
Article 26
Notice of convocation of meetings of theBoard of Directors shall be issued to each
Director and Audit & Supervisory Board
Member at least three (3) days prior to themeeting. However, in cases of urgent
necessity, this period may be shortened.
(2) Meetings of the Board of Directors may beheld without following the procedures forconvocation with the unanimous agreementof Directors and Audit & Supervisory
Board Members.

(Notice of Convocation of Meetings of the Board of
Directors)
Article 26
Notice of convocation of meetings of theBoard of Directors shall be issued to each
Director at least three (3) days prior to themeeting. However, in cases of urgent
necessity, this period may be shortened.

Articles 27 to 28

Articles 27 to 28(Omitted)(2) Meetings of the Board of Directors may beheld without following the procedures forconvocation with the unanimous agreementof Directors.

(Unchanged)10Current(Limited Liability Agreements with Outside
Directors)
Article 29
Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, theBank may conclude agreements with
Outside Directors to limit their liability fordamages due to negligence. However, thelimit of the liability under such agreements
shall be the amount provided by laws andregulations.

Proposed amendment(Limited Liability Agreements with Directors)
Article 29
Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, the Bank
may conclude agreements with Directors(excluding Directors serving as Executive
Directors) to limit their liability for damages
due to negligence. However, the limit of theliability under such agreements shall be theamount provided by laws and regulations.

(Newly established)(Delegation of Decisions Regarding Important
Business Execution)
Article 30
Pursuant to the provisions of Article 399-13,
Paragraph 6 of the Companies Act, the Bank
may delegate all or part of decisions
regarding important business execution(excluding matters prescribed in items of
Article 399-13, Paragraph 5 of theCompanies Act) to Directors.

Chapter V Audit & Supervisory Board
Members and the Audit &Supervisory Board(Deleted)(Number of Audit & Supervisory Board Members)
Article 30
The number of Audit & Supervisory Board
Members of the Bank shall not exceed five(5).

(Deleted)(Election of Audit & Supervisory Board Members)
Article 31
Audit & Supervisory Board Members shallbe elected by resolution of the General
Meeting of Shareholders.
(2) The resolution for the election requires
attendance at the General Meeting of
Shareholders by shareholders holding
shares representing one-third or more of thetotal number of voting rights ofshareholders who may exercise voting
rights, and shall be adopted by a majority
thereof.

(Deleted)

11(Deleted)

Current(Term of Office of Audit & Supervisory Board
Members)
Article 32
The term of office of Audit & Supervisory
Board Members shall expire upon the
conclusion of the Annual General Meetingof Shareholders held with respect to the lastbusiness year ending within four (4) years
following their election to office.
(2) The term of office of Audit & Supervisory
Board Members who have been elected as
substitutes for Audit & Supervisory Board
Members who retired prior to the expirationof their term of office shall be theremainder of the term of office of theretiring Audit & Supervisory Board
Members.

Proposed amendment(Deleted)(Deleted)(Full-time Audit & Supervisory Board Members)
Article 33
The Audit & Supervisory Board shallappoint Full-time Audit & Supervisory
Board Members from among Audit &Supervisory Board Members.

(Deleted)(Remuneration, Etc. for Audit & Supervisory Board
Members)
Article 34
Remuneration, etc. for Audit & Supervisory
Board Members shall be determined byresolution of the General Meeting of
Shareholders.

(Deleted)(Convocation of Meetings of the Audit &Supervisory Board)
Article 35
Notice of convocation of meetings of the
Audit & Supervisory Board shall be issued
to each Audit & Supervisory Board
Member at least three (3) days prior to themeeting. However, in cases of urgent
necessity, this period may be shortened.
(2) Meetings of the Audit & Supervisory Board
may be held without following theprocedures for convocation with theunanimous agreement of Audit &Supervisory Board Members.

(Deleted)(Rules Relating to the Audit & Supervisory Board)(Article 36)
Matters relating to the Audit & Supervisory
Board shall be subject to laws andregulations, the Articles of Incorporation,and the Audit & Supervisory Board Rules
stipulated by the Audit & Supervisory
Board.

(Deleted)

12(Deleted)

Current(Limited Liability Agreements with Outside Audit &Supervisory Board Members)
Article 37
Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, theBank may conclude agreements with
Outside Audit & Supervisory Board
Members to limit their liability for damages
due to negligence. However, the limit of theliability under such agreements shall be theamount provided by laws and regulations.

Proposed amendment(Deleted)(Newly established)

Chapter V Audit & Supervisory Committee(Newly established)(Full-time Audit & Supervisory Committee Members)(Article 31)
The Audit & Supervisory Committee may,by resolution, appoint Full-time Audit &Supervisory Committee Members.

(Newly established)(Notice of Convocation of Meetings of the Audit &Supervisory Committee)(Article 32)
Notice of convocation of meetings of the
Audit & Supervisory Committee shall be
issued to each Audit & Supervisory
Committee Member at least three (3) days
prior to the meeting. However, in cases ofurgent necessity, this period may be
shortened.
(2) Meetings of the Audit & Supervisory
Committee may be held without following
the procedures for convocation with theunanimous agreement of Audit &Supervisory Committee Members.

.

(Newly established)(Newly established)

Chapter VI(Audit & Supervisory Committee Rules)(Article 33)
Matters relating to the Audit & Supervisory
Committee shall be subject to laws andregulations, these Articles of Incorporation,and the Audit & Supervisory Committee
Rules stipulated by the Audit & Supervisory
Committee.

Calculations

Chapter VI(Fiscal Year)
Articles 38 to 40

Calculations(Fiscal Year)
Articles 34 to 36(Omitted)(Unchanged)

13

Proposal No. 3: Election of Ten (10) Directors (excluding Directors Serving as Audit & Supervisory
Committee Members)
Subject to the approval of Proposal No. 2: Partial Amendment to the Articles of Incorporation, the Bank
will transition to a Company with an Audit & Supervisory Committee. The terms of office of all ten (10)incumbent Directors will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the election of ten (10) Directors (excluding Directors serving as Audit & Supervisory
Committee Members) is proposed.
The resolution of this proposal will take effect provided that amendments to the Articles of Incorporation
contained in Proposal No. 2: Partial Amendment to the Articles of Incorporation become effective.
The candidates for Directors (excluding Directors serving as Audit & Supervisory Committee Members)
are as follows:
No.
1
2
3
4

Reappointment

Name
Katsuichiro Toyoshima
Yasuhiro Iwayama
Ayato Mochizuki
Fumitoshi Yabuzaki

5

Reappointment

Keiko Higashi

6

Reappointment

Takashi Aizawa

7
8Reappointment

Yosuke Wakabayashi
Naoyuki Tamura

9
10

Reappointment
Reappointment
Reappointment

Reappointment
New appointment
New appointment

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

Outside Director
Outside Director
Director
Director
Full-time Audit & Supervisory
Board Member—

Naoki Tobayama
Masashi Hiraiwa

14

No.

1

2

3

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 ToyoshimaJun. 2003 Director, General Manager of Fuji Branch(July 6, 1957)
13,973 shares
Jun. 2005 Managing Director
Reappointment
Jun. 2007 Senior Managing Director
Apr. 2011 Deputy President
Apr. 2012 President
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 management planning, risk management, finance, businesspromotion, credit, and personnel affairs. 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
Shiyakusho-mae Branch and Matsuoka Branch
Yasuhiro Iwayama
Apr. 2014 Managing Executive Officer(July 13, 1964)
4,100 shares
Jun. 2015 Director, General Manager of Corporate
Reappointment
Administration Division
Oct. 2016 Managing Director
May 2019 Senior Managing Director
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 management planning, risk management, finance,business promotion, and credit. 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 Office, Okitsu Branch and Yagima Branch
Ayato Mochizuki
Jul. 2012 Senior General Manager of Sales Division,(January 27, 1964)
4,200 shares
Head Office
Reappointment
Jun. 2013 Director, General Manager of Sales Division,
Head OfficeJun. 2015 Managing Director
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 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 Bank and has nominated him as a candidate for Director.

15

No.

4

5

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr. 1985 Joined the Bank
Jun. 2007 General Manager of Markets and International
Division
Oct. 2010 General Manager of Tokyo Branch
Fumitoshi Yabuzaki
Apr. 2012 Senior General Manager of Corporate(June 1, 1962)
7,300 shares
Administration Division
Reappointment
Jun. 2013 Executive Officer
Apr. 2015 Managing Executive Officer
Jun. 2017 Director
May 2019 Managing Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Fumitoshi Yabuzaki, currently serving as the Managing Director, has a wealth of management
experience gained though his involvement in a wide range of banking business processes, including
management planning, finance, risk management, and investment. Thus, the Bank believes he iscapable 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
Keiko Higashi
Apr.
2007
Professor, Department of Kansei Design,(August 23, 1953)
School of Development Engineering, Tokai
Reappointment
2,200 shares
University
Outside Director
Apr. 2011 Professor, Department of Environmental andIndependent Officer
Societal Affairs, School of Marine Science andTechnology, Tokai University
Jun. 2015 Director of the Bank (incumbent)
Apr. 2019 Professor Emeritus, Tokai University(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.

16

No.

6

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

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,
Takashi Aizawa
Chogin Securities Inc.
(October 16, 1946) Jun. 1998 Managing Director, Kumagai Gumi Co., Ltd.
Reappointment
Nov. 2002 Director, Suzuyo Construction Co., Ltd.
700 shares
Outside Director
Nov. 2004 Director and Vice President, Suzuyo
Construction Co., Ltd.
Independent Officer
Apr. 2005 President and Representative Director, Suzuyo
Construction Co., Ltd.
Nov. 2016 Chairman and Representative Director, Suzuyo
Construction Co., Ltd. (incumbent)
Jun. 2017 Director of the Bank (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.
Apr.
Apr.
Apr.
Apr.

7

Number of theBank’s shares
held

1989 Joined the Bank
2012 General Manager of Shimada Branch2014 General Manager of Shizuoka-minami Branch2016 General Manager of General Affairs and Human
Yosuke Wakabayashi
Resources Division(December 23, 1965)
2,900 shares
Apr. 2017 General Manager of Management Planning
Reappointment
Division
Jun. 2017 Director, General Manager of Management
Planning Division
May 2019 Director (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, business promotion, and personnel affairs. Thus, the Bank
believes he is capable of appropriately executing management decisions for the Bank and has
nominated him as a candidate for Director.

17

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr.
Oct.
Dec.
Jul.

8

9

1987 Joined the Bank
2003 General Manager of Ejiri Branch2006 General Manager of Business Planning Division2009 General Manager of Management Planning
Division
Naoyuki Tamura
Apr. 2011 General Manager of Yaizu Branch(September 22, 1964) Apr. 2012 General Manager of Tokyo Branch
1,500 shares
Reappointment
Apr. 2014 General Manager of General Affairs and Human
Resources Division
Apr. 2016 General Manager of Internal Audit Division
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
management planning, risk management, investment, and personnel affairs. 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. 1983 Joined the Bank
Jul. 2000 General Manager of Human Resources Division
Oct. 2001 General Manager of Markets and International
Division
Apr. 2003 General Manager of Iwata BranchJul. 2005 General Manager of Management Planning
Division
Naoki Tobayama
Apr.
2008
Senior General Manager of Hamamatsu Branch(June 14, 1959)
3,100 shares
Jul. 2009 Senior General Manager of Corporate
New appointment
Administration DivisionJun. 2010 Director, General Manager of Corporate
Administration DivisionJun. 2015 President and Representative Director, The
Shimizu Regional Economy Research Center,
INC
Jun. 2017 Audit & Supervisory Board Member of the
Bank (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Naoki Tobayama has been involved in a wide range of banking business processes, including
management planning, risk management, finance, investment, and personnel affairs. Thus, the Bank
believes he is capable of appropriately executing management decisions for the Bank and has
nominated him as a candidate for Director.

18

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr.
Jul.
Apr.
Apr.

10

1991 Joined the Bank
2010 General Manager of Shimokanuki Branch2016 General Manager of Tokyo Branch
Masashi Hiraiwa
2018 General Manager of Markets and International(April 17, 1968)
1,200 shares
Division
New appointment
May 2019 General Manager of Corporate Administration
Division
Apr. 2020 Senior General Manager of General Affairs andHuman Resources Division (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Masashi Hiraiwa has been involved in a wide range of banking business processes, including
risk management, 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.

(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. Independence of candidates for Outside Directors (Independence Criteria for Outside Directors of the Bank arelisted on page 23)
Ms. Keiko Higashi and Mr. Takashi Aizawa are candidates for Outside Director who meet the criteria for
determining the independence of Outside Directors of the Bank. The Bank has submitted notifications to Tokyo
Stock Exchange, Inc. to register both Ms. Keiko Higashi and Mr. Takashi Aizawa as independent officers of theBank.
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 befive (5) years for Ms. Keiko Higashi, and three (3) years for Mr. Takashi Aizawa.
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 and Mr. Takashi Aizawa 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
the election of Ms. Keiko Higashi and Mr. Takashi Aizawa is approved, the Bank intends to renew limited liability
agreements with them.

19Proposal No. 4: Election of Four (4) Directors Serving as Audit & Supervisory Committee Members
Subject to the approval of Proposal No. 2: Partial Amendment to the Articles of Incorporation, the Bank
will transition to a Company with an Audit & Supervisory Committee. The terms of office of all four (4)incumbent Audit & Supervisory Board Members will expire at the conclusion 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 Board has been obtained for the submission of this proposal.
The resolution of this proposal will take effect provided that amendments to the Articles of Incorporation
contained in Proposal No. 2: Partial Amendment to the Articles of Incorporation become effective.
The candidates for Directors serving as Audit & Supervisory Committee Members are as follows:

No.

Name

1

New appointment

Akihiro Mochizuki

2

New appointment

Youichiro Ito

3

New appointment

Kazuaki Isobe4

New appointment

Makoto Kono

OutsideIndependent Officer
OutsideIndependent Officer
OutsideIndependent Officer

20

Current positions at the Bank
Full-time Audit & Supervisory
Board Member
Outside Audit & Supervisory
Board Member
Outside Audit & Supervisory
Board Member
—

No.

1

2

Name
(Date of birth)

Number of theBank’s shares
held

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(April 4, 1957)
9,590 shares
Jun. 2005 Director, General Manager of Shizuoka Branch
Apr. 2011 Managing Director
New appointment
Jun. 2013 Senior Managing Director
Jun. 2019 Audit & Supervisory Board Member(incumbent)[Reasons for nomination as a candidate for Director]
Mr. Akihiro Mochizuki has management experience serving as the Senior Managing Director from June
2013, and has been involved in a wide range of banking business processes, including management
planning, finance, audit, risk management, and personnel affairs and he has appropriately fulfilled his
duties and responsibilities as Full-time Audit & Supervisory Board Member since June 2019. Thus, theBank believes he is capable of performing 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.
Apr. 1990 Registered as attorney-at-law with Tokyo Bar
Association
Apr.
1995
Registered as attorney-at-law with Shizuoka Bar
Youichiro Ito
Association(February 1, 1948)
Opened Ito Law Office in Aoi-ku, Shizuoka City
New appointment
900 shares(incumbent)
OutsideApr. 1999 Acting Corporate Auditor of the Bank
Independent Officer
The term of office ended in June 1999
Jun. 2009 Audit & Supervisory Board Member(incumbent)[Reasons for nomination as a candidate for Outside Director]
Mr. Youichiro Ito has insight and experience as an attorney-at-law over many years. He has appropriately
fulfilled his duties and responsibilities as Outside Audit & Supervisory Board Member since his
appointment in June 2009 based on his deep insight and perspective as a legal expert. Thus, the Bank
believes he is capable of performing duties appropriately as the Bank’s Audit & Supervisory Committee
Member and has nominated him as a candidate for Outside Director serving as Audit & Supervisory
Committee Member.
1971 Joined Showa Audit Corporation
1974 Passed Certified Public Accountant examination
1974 Left Showa Audit Corporation
1974 Established CPA Isobe Kazuaki Office2,700 shares(incumbent)
Jun. 2014 Audit & Supervisory Board Member(incumbent)[Reasons for nomination as a candidate for Outside Director]
Mr. Kazuaki Isobe has insight and experience as a Certified Public Accountant over many years. He has
appropriately fulfilled his duties and responsibilities as Outside Audit & Supervisory Board Member since
his appointment in June 2014 based on his deep insight and perspective as a Certified Public Accountant
and a tax accountant. Thus, the Bank believes he is capable of performing duties appropriately as the
Bank’s Audit & Supervisory Committee Member and has nominated him as a candidate for Outside
Director serving as Audit & Supervisory Committee Member.
Kazuaki Isobe(January 4, 1948)
New appointment
OutsideIndependent Officer

3

Brief personal history, positions, responsibilities andsignificant concurrent positions

Apr.
Mar.
Aug.
Sep.

21

No.

4

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

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 Bar
New appointment
3,100 shares
Association
OutsideJoined Kono Law Office
Independent Officer
Sep. 2010 Representative Partner, Kono Law Office(incumbent)[Reasons for nomination as a candidate for Outside Director]
Mr. Makoto Kono has insight 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 Audit & Supervisory Committee
Member and has nominated him as a candidate for Outside Director serving as Audit & Supervisory
Committee Member.

(Notes) 1. Special interest relationship between each candidate for Director and the Bank.
(1) Mr. Youichiro Ito is the Bank’s legal counsel and the Bank pays him counseling fees.
(2) Mr. Makoto Kono is the Bank’s legal counsel and the Bank pays him counseling fees.
(3) No special interest exists between any other candidates for Director and the Bank.
2. Independence of candidates for Outside Directors (Independence Criteria for Outside Directors of the Bank arelisted on page 23)(1) Mr. Youichiro Ito and Mr. Kazuaki Isobe are candidates for Outside Director who meet the criteria for determining
the independence of Outside Directors of the Bank. The Bank has submitted notifications to Tokyo Stock Exchange,
Inc. to register both Mr. Youichiro Ito and Mr. Kazuaki Isobe as independent officers of the Bank.
(2) Mr. Makoto Kono is a candidate for Outside Director who meets the criteria for determining the independence ofOutside Directors of the Bank. If the election of Mr. Makoto Kono is approved, the Bank intends to submit a
notification to Tokyo Stock Exchange, Inc. to register him as an independent officer of the Bank.
3. Number of years in office of the candidates for Outside Director as Outside Audit & Supervisory Board Member
The terms of office as Outside Audit & Supervisory Board Member at the conclusion of this Annual General
Meeting of Shareholders will be eleven (11) years for Mr. Youichiro Ito, and six (6) years for Mr. Kazuaki Isobe.
4. Limited liability agreements with Outside Directors(1) Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Bank has concluded agreementswith Mr. Youichiro Ito and Mr. Kazuaki Isobe 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. Youichiro Ito and Mr. Kazuaki Isobe is approved, the Bank intends to renew limited liability
agreements with them.
(2) If the election of Mr. Makoto Kono is approved, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act, the Bank intends to conclude an agreement with him to limit his liabilities in the event that heneglects his duties and that the limit of the liability under such an agreement shall be the amount provided by laws
and regulations.

22

<Reference>
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.

23Proposal No. 5:

Establishment of the Amount of Remuneration for Directors (excluding Directors Serving
as Audit & Supervisory Committee Members)

At the 140th Annual General Meeting of Shareholders held on June 19, 2015, approval was granted forthe amount of remuneration for Directors of the Bank to be set at a maximum of 270 million yen per annum
for fixed remuneration (including a maximum of 20 million yen for Outside Directors), and, separate fromthe fixed remuneration, a maximum of 30 million yen per annum to be set for performance-based
remuneration (excluding Outside Directors) depending on profit, effective to the present. However, subject
to the approval of Proposal No. 2: Partial Amendment to the Articles of Incorporation, the Bank willtransition to a Company with an Audit & Supervisory Committee.
Accordingly, in accordance with the provisions of Article 361, Paragraph 1 and Paragraph 2 of theCompanies Act, it is proposed that the current provisions for the amount of remuneration for Directors beabolished, and that, taking into account various circumstances such as the economic situation, the amount of
remuneration for Directors (excluding Directors serving as Audit & Supervisory Committee Members) be set
at a maximum of 270 million yen per annum for fixed remuneration (including a maximum of 20 million yen
for Outside Directors). In addition, in order to increase the motivation of Directors to enhance corporate
value and to raise their awareness of shareholder-oriented management, it is proposed that, separate fromfixed remuneration, a maximum of 30 million yen per annum be set for performance-based remuneration(excluding Directors serving as Audit & Supervisory Committee Members and Outside Directors) based on
profit, as shown in the table below.
It is further proposed that, as is currently the case, this amount of remuneration not include the employee
salary portion of remuneration for Directors concurrently serving as employees, and that the specific amountand timing of payments to each Director (excluding Directors serving as Audit & Supervisory Committee
Members) be left to the discretion of the Board of Directors.
In addition, the amount of remuneration in this Proposal is to be approved separately from the stock
option remuneration outlined in Proposal No. 7.
The current number of Directors is ten (10), including three (3) Outside Directors. If Proposal No. 2:
Partial Amendment to the Articles of Incorporation, and Proposal No. 3: Election of Ten (10) Directors(excluding Directors Serving as Audit & Supervisory Committee Members) are approved, the number of
Directors (excluding Directors serving as Audit & Supervisory Committee Members) will be ten (10),including two (2) Outside Directors. The resolution of this proposal will take effect provided thatamendments to the Articles of Incorporation contained in Proposal No. 2: Partial Amendment to the Articles
of Incorporation become effective.
Framework for Performance-based Remuneration
Profit level
5,000 million yen or more
3,000 million yen or more andless than 5,000 million yen
1,000 million yen or more andless than 3,000 million yen
Less than 1,000 million yen

Remuneration framework (per annum)
30 million yen
20 million yen
10 million yen
0 yen

24

Proposal No. 6:

Establishment of the Amount of Remuneration for Directors Serving as Audit &Supervisory Committee Members

At the 140th Annual General Meeting of Shareholders held on June 19, 2015, approval was granted forthe amount of remuneration for Audit & Supervisory Board Members of the Bank to be set at a maximum of
60 million yen per annum, effective to the present. However, subject to the approval of Proposal No. 2:
Partial Amendment to the Articles of Incorporation, the Bank will transition to a Company with an Audit &Supervisory Committee.
Accordingly, in accordance with the provisions of Article 361, Paragraph 1 and Paragraph 2 of theCompanies Act, it is proposed that, taking into account various circumstances such as the economic situation,
the amount of remuneration for Directors serving as Audit & Supervisory Committee Members be set at a
maximum of 60 million yen per annum. It is further proposed that the specific amount and timing of
payments to each Director serving as Audit & Supervisory Committee Member be left to the discretion of
Directors serving as Audit & Supervisory Committee Members.
The current number of Audit & Supervisory Board Members is four (4), including two (2) Outside Audit& Supervisory Board Members. If Proposal No. 2: Partial Amendment to the Articles of Incorporation, andProposal No. 4: Election of Four (4) Directors Serving as Audit & Supervisory Committee Members areapproved, the number of Directors serving as Audit & Supervisory Committee Members will be four (4),including three (3) Outside Directors.
The resolution of this proposal will take effect provided that amendments to the Articles of Incorporation
contained in Proposal No. 2: Partial Amendment to the Articles of Incorporation become effective.

25

Proposal No. 7:

Determination of the Amount and Details of Remuneration in Stock Options for Directors(excluding Directors Serving as Audit & Supervisory Committee Members and Outside
Directors)

At the 140th Annual General Meeting of Shareholders held on June 19, 2015, approval was granted forthe amount of remuneration relating to share acquisition rights as share remuneration-based stock options for
Directors of the Bank (excluding Outside Directors) to be set at a maximum of 36 million yen per annum,
separate from fixed remuneration and performance-based remuneration, effective to the present. However,subject to the approval of Proposal No. 2: Partial Amendment to the Articles of Incorporation, the Bank willtransition to a Company with an Audit & Supervisory Committee.
Accordingly, in accordance with the provisions of Article 361, Paragraph 1 and Paragraph 2 of theCompanies Act, it is proposed that the current provisions for the amount of remuneration relating to shareacquisition rights as share remuneration-based stock options for Directors be abolished, and that, separate
from the amount of remuneration proposed in Article No. 5, share acquisition rights as share
remuneration-based stock options be allocated to Directors (excluding Directors serving as Audit &Supervisory Committee Members and Outside Directors) and that the amount of remuneration for thispurpose be within 36 million yen per annum, taking into account various circumstances such as the
economic situation.
The specific amount of remuneration as stock options is the amount obtained by multiplying the fairvalue per stock acquisition right calculated on the allotment date of the stock acquisition right by the numberof share acquisition rights to be allotted. It is proposed that the payment timing and allocation to each
Director be left to the discretion of the Board of Directors. There are currently seven (7) Directors who are
eligible to be granted share acquisition rights as share remuneration-based stock options. However, if
Proposal No. 2: Partial Amendment to the Articles of Incorporation and Proposal No. 3: Election of Ten (10)Directors (excluding Directors Serving as Audit & Supervisory Committee Members) are approved asoriginally proposed, the number of Directors eligible to be granted share acquisition rights as share
remuneration-based stock options will be eight (8).
The resolution of this proposal will take effect provided that amendments to the Articles of Incorporation
contained in Proposal No. 2: Partial Amendment to the Articles of Incorporation become effective.
The reasons for allotting share acquisition rights as remuneration and the details of the share acquisitionrights are as follows.
1. Reasons for allotting share acquisition rights as remuneration
The reasons are to increase the motivation of Directors (excluding Directors serving as Audit &Supervisory Committee Members and Outside Directors) to contribute to the enhancement of corporate
value and to further increase their awareness of shareholder-oriented management.
2. Details of the share acquisition rights(1) Total number of share acquisition rights, and type and number of subject shares
The maximum number of share acquisition rights to be issued within one (1) year from the date of theAnnual General Meeting of Shareholders pertaining to that business year shall be 2,200.
The shares subject to share acquisition rights shall be the Bank’s common stock, and the upper limit
for the abovementioned one (1) year shall be 22,000 shares.
The number of shares subject to one (1) stock acquisition right (hereinafter, “the number of shares
granted”) shall be ten (10) shares.
In the event that it becomes appropriate to amend the number of shares granted for reasons such as theexecution by the Bank of a merger, company split, gratis allotment of shares, stock split, or reverse
stock split, the Bank shall make necessary adjustments.
(2) Payment amount for the share acquisition rights
The fair value calculated by means such as the Black-Scholes Model on the date of allotment of theshare acquisition rights shall be the payment amount. The person in receipt of the share acquisitionrights shall offset the payment of said payment amount with compensation receivables from the Bank.
(3) Value of property invested upon the exercise of share acquisition rights
The value of property to be invested upon the exercise of share acquisition rights shall be one (1) yen
per share delivered through the exercise of share acquisition rights, and shall be multiplied by the
number of shares granted.

26

(4) Period during which share acquisition rights may be exercised
Share acquisition rights may be exercised for a period of twenty five (25) years from the datefollowing the allotment date of the share acquisition rights. However, in the event that the last day ofthe exercise period falls on a Bank holiday, the previous working day shall apply.
(5) Main conditions for exercising share acquisition rights
The holder of share acquisition rights may, within the period described in (4) above, exercise shareacquisition rights in their entirety within a period of ten (10) days from the day following the day on
which the Director of the Bank lost his or her position.
(6) Transfer restrictions on share acquisition rights
Acquisition of share acquisition rights by transfer requires the approval of the Board of Directors of
the Bank.
(7) Other details of share acquisition rights
Details described in (1) to (6) above and other details regarding share acquisition rights shall be
determined by the Board of Directors, which decides matters regarding application of shareacquisition rights.

[End of Document]27