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 2, 2021
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 146TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 146th 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 23, 2021 (Japan
standard time).
1. Date and Time:Thursday, June 24, 2021 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 146th Fiscal Year (from April 1, 2020 to March 31, 2021)
2. Consolidated Financial Statements for the Bank’s 146th Fiscal Year (from
April 1, 2020 to March 31, 2021) and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Committee
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
Member
Proposal No. 4: Determination of Specific Details of 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 24, 2021 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 23, 2021 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
Deadline: Wednesday, June 23, 2021 by 5:00 p.m. Japan standard time (time of transmission)
For exercising voting rights via the Internet, please refer to page 3 (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.
Please refer to the “Information on Exercising Voting Rights via the Internet” (in Japanese version only) on
page 3 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 Committee and the Accounting Auditor in preparing the
Audit Report and the Independent Auditors’ Report, respectively, comprise the Matters related to
Subscription Rights to the Bank’s Shares, the Non-consolidated Statement of Changes in Equity, the Notes
to the Non-consolidated Financial Statements, the Consolidated Statement of Changes in Equity, and the2Notes to the Consolidated Financial Statements, in addition to the documents included in the attacheddocuments.
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, 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: 347,613,510 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 25, 2021
2. Other matters concerning appropriation of surplus(1) Item and the amount of surplus to be increased
General reserve
1,500,000,000 yen(2) Item and the amount of surplus to be decreased
Retained earnings brought forward 1,500,000,000 yen

4Proposal No. 2: Election of Eleven (11) Directors (excluding Directors Serving as Audit & Supervisory
Committee Members)
The terms of office of all ten (10) incumbent Directors (excluding Directors serving as Audit &Supervisory Committee Members) will expire at the conclusion of this Annual General Meeting of
Shareholders.
Accordingly, in order to further enhance the management system, the election of eleven (11) Directors(excluding Directors serving as Audit & Supervisory Committee Members), including an increase of one (1)Outside Director, is proposed.
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

New appointment

Youichiro Ito

8
9
10
11

Reappointment

Yosuke Wakabayashi
Naoyuki Tamura
Masashi Hiraiwa
Nobuhide Fukazawa

Reappointment
Reappointment
Reappointment

Reappointment
Reappointment
New appointment

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

5

Outside Director
Outside Director
Outside Director and Audit &Supervisory Committee Member
Director
Director
Director
Executive Officer

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
Jun. 2003 Director, General Manager of Fuji Branch
14,673 shares(July 6, 1957)
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)
5,300 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.

6

No.

3

4

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 Branch
Ayato Mochizuki
Jul. 2012 Senior General Manager of Sales Division,(January 27, 1964)
4,900 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.
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)
10,500 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, 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.

7

No.

5

6

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

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
2,900 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 and expected role as Outside Director]
Ms. Keiko Higashi has experience and social credibility cultivated as a university professor. She has
appropriately fulfilled her duties and responsibilities as Outside Director of the Bank. Thus, the Bank
expects to continue to reflect her profound insight in the Bank’s management and has nominated her
as a candidate for Outside Director.
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(October 16, 1946) Nov. 2002 Director, Suzuyo Construction Co., Ltd.
Apr. 2005 President and Representative Director, Suzuyo
Reappointment
1,000 shares
Construction Co., Ltd.
Outside Director
Dec. 2006 President and Representative Director, Suzuyo
Independent Officer
Construction Holdings Co., Ltd. (incumbent)
Jul. 2012 Chairman and Representative Director, New
Dream Plaza Co., Ltd. (currently Dream Plaza
Co., Ltd.) (incumbent)
Nov. 2016 Chairman and Representative Director, Suzuyo
Construction Co., Ltd.
Jun. 2017 Director of the Bank (incumbent)[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Mr. Takashi Aizawa has a wealth of experience and extensive knowledge concerning corporate
management. He has appropriately fulfilled his duties and responsibilities as Outside Director of theBank. Thus, the Bank expects to continue to reflect his profound insight in the Bank’s management
and has nominated him as a candidate for Outside Director.

8

No.

7

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Apr. 1990 Registered as attorney-at-law with Tokyo Bar
Association
Apr. 1995 Registered as attorney-at-law with Shizuoka
Youichiro Ito
Bar Association(February 1, 1948)
Opened Ito Law Office in Aoi-ku, Shizuoka
New appointment
City (incumbent)
1,000 shares
Outside Director
Apr. 1999 Acting Corporate Auditor of the Bank
The term of office ended in June 1999
Independent Officer
Jun. 2009 Audit & Supervisory Board Member
Jun. 2020 Director and Audit & Supervisory Committee
Member (incumbent)[Reasons for nomination as a candidate for Outside Director and expected role as 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 Memberof the Bank since his appointment in June 2009 based on his deep insight and perspective as a legal
expert. Thus, the Bank expects him to continue to perform his duties appropriately based on such
perspective and has nominated him as a candidate for Outside Director.
Apr.
Apr.
Apr.
Apr.

8

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)
3,600 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, investment, 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.

9

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr.
Oct.
Dec.
Jul.

9

1987 Joined the Bank
2003 General Manager of Ejiri Branch2006 General Manager of Business Planning Division2009 General Manager of Management Planning
Division
Apr. 2011 General Manager of Yaizu Branch, Tajiri
Naoyuki Tamura
Branch and Otomi Branch(September 22, 1964)
2,200 shares
Apr. 2012 General Manager of Tokyo Branch
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, finance, investment, personnel affairs, and credit. Thus, theBank believes he is capable of appropriately executing management decisions for the Bank and has
nominated him as a candidate for Director.
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)
1,700 shares
Division
Reappointment
May 2019 General Manager of Corporate Administration
Division
Jun. 2020 Director (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, finance, business promotion, 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.

10

No.

11

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

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
Office Nagoya
Nobuhide Fukazawa
Apr.
2016
General Manager of Takahashi Branch, Ihara(December 29, 1966)
1,000 shares
Branch, Oshikiri Branch, Tsuji Branch andNew appointment
Shimono Branch
Apr. 2018 Senior General Manager of Fuji Branch andMatsuoka Branch
Apr. 2020 Executive Officer, General Manager of Branch
Advisory Division
Apr. 2021 Executive Officer, General Manager ofManagement Planning Division (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Nobuhide Fukazawa has been involved in a wide range of banking business processes, including
management planning 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.

(Notes) 1. Special interest relationship between each candidate for Director and the Bank.
(1) The Bank has transactions, including loans, with Dream Plaza Co., Ltd. where Mr. Takashi Aizawa serves as
Chairman and Representative Director.
(2) Mr. Youichiro Ito 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 13)
Ms. Keiko Higashi, Mr. Takashi Aizawa, and Mr. Youichiro Ito 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, Inc. to register Ms. Keiko Higashi, Mr. Takashi Aizawa, and Mr. Youichiro Ito 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 at the conclusion of this Annual General Meeting of Shareholders will besix (6) years for Ms. Keiko Higashi, and four (4) years for Mr. Takashi Aizawa. Mr. Youichiro Ito currently holds
the position of Director serving as Audit & Supervisory Committee Member (the term of office is one (1) year),and, combined with his term of office as Outside Audit & Supervisory Board Member of the Bank, his term ofoffice at the conclusion of this Annual General Meeting of Shareholders will be twelve (12) years. Mr. Youichiro
Ito is scheduled to resign as Director serving as Audit & Supervisory Committee Member at the conclusion of thisAnnual General Meeting of Shareholders.
4. Limited liability agreements with Outside Directors
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Bank has concluded agreementswith Ms. Keiko Higashi, Mr. Takashi Aizawa, and Mr. Youichiro Ito to limit their liabilities in the event that theyneglect their duties and that the limit of the liability under such agreements shall be the amount provided by laws
and regulations. If the election of Ms. Keiko Higashi, Mr. Takashi Aizawa, and Mr. Youichiro Ito 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
all Directors. The insurance contract will cover damages that may result from the insured Directors being liable forthe performance of their duties or being subject to a claim for the pursuit of such liability. Should each candidate
assume office as Director, each candidate will be insured under the insurance contract. The Bank intends to renew
the insurance contract during the term of office of each candidate.

11

Proposal No. 3: Election of One (1) Director Serving as Audit & Supervisory Committee Member
Mr. Youichiro Ito, 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 this proposal.
The candidate for Director serving as Audit & Supervisory Committee Member is as follows:

No.

1

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Jun. 1976 Employed by Shizuoka City
Apr. 2005 Director, Policy and Legal Affairs Division,
General Affairs Department, General Affairs
BureauApr.
2008
Senior Advisor, Commerce and Industry
Shigeyuki Konagaya
Department, Economic Affairs Bureau and(January 1, 1954)
Director, Commercial Labor Administration
New appointment
100 shares
Division
Outside Director
Apr. 2010 Director, Administrative Management
Independent Officer
Department, Management Bureau
Apr. 2011 Director, Management Bureau
Apr. 2012 Director, General Affairs Bureau
Oct. 2013 Deputy Mayor of Shizuoka City
Mar. 2021 Retired as Deputy Mayor of Shizuoka City
[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Mr. Shigeyuki Konagaya has experience and social credibility cultivated in public administration as Deputy
Mayor of Shizuoka City. The Bank expects to reflect his profound knowledge in the Bank’s management
and to have him perform his 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. No special interest exists between the candidate for Director serving as Audit & Supervisory Committee Member
and the Bank.
2. Independence of candidates for Outside Directors (Independence Criteria for Outside Directors of the Bank arelisted on page 13)
Mr. Shigeyuki Konagaya is a candidate for Outside Director who meets the criteria for determining theindependence of Outside Directors of the Bank. If the election of Mr. Shigeyuki Konagaya is approved, the Bank
intends to submit a notification to Tokyo Stock Exchange, Inc. to register him as an independent officer of theBank.
3. Limited liability agreements with Outside Directors
If the election of Mr. Shigeyuki Konagaya 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.
4. Directors and officers liability insurance contract
The Bank has concluded a directors and officers liability insurance contract with an insurance company to insure
all Directors. The insurance contract will cover damages that may result from the insured Directors being liable forthe performance of their duties or being subject to a claim for the pursuit of such liability. Should the candidate
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.

12

<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.

13Proposal No. 4:

Determination of Specific Details of Stock Options for 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 determination of the amount and details of remuneration in stock options for Directors (excluding
Directors serving as Audit & Supervisory Committee Members and Outside Directors) in order to increase
their motivation to contribute to the enhancement of corporate value and to further increase their awarenessof shareholder-oriented management.
Accompanying the enforcement of the “Act Partially Amending the Companies Act (Act No. 70 of2019),” matters to be resolved at the General Meeting of Shareholders in regard to granting share acquisitionrights as remuneration to Directors have been clarified. Accordingly, it is proposed that, separate from the
remuneration framework for Directors (excluding Directors serving as Audit & Supervisory Committee
Members) (a maximum of 270 million yen per annum (including a maximum of 20 million yen for Outside
Directors)) approved in Proposal No. 5 at the 145th Annual General Meeting of Shareholders, a maximum of
36 million yen per annum, the same amount as in the previous proposal, be set for the allotment of share
remuneration-based stock options, and that the details of the share acquisition rights be set as described
below (the same as the previous proposal with the addition of the underlined parts).
It is proposed that the payment timing and allocation to each Director be left to the discretion of theBoard of Directors.
This proposal is considered to be appropriate in light of the policy for determining the content of
remuneration for Directors (excluding Directors serving as Audit & Supervisory Committee Members) of the
Bank (page 24 of the Notice of Convocation; in Japanese version only).
There are currently eight (8) Directors who are eligible to be granted share acquisition rights as share
remuneration-based stock options. If Proposal No. 2: Election of Eleven (11) Directors (excluding Directors
serving as Audit & Supervisory Committee Members) is approved as originally proposed, the number of
eligible Directors will be eight (8).
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.
(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.

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(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) Matter concerning acquisition of share acquisition rights(a) In the event that the share acquisition rights cannot be exercised due to the provisions of above (5)or the provisions of the share acquisition rights (share remuneration-based stock options)
allocation agreement before the holder of share acquisition rights exercises said rights, the Bank
shall be able to acquire the share acquisition rights without consideration on a date separately
prescribed by the Board of Directors.
(b) In the event that a proposal for approval of a merger agreement in which the Bank becomes theabsorbed company, an absorption-type company split agreement or an incorporation-type split
plan in which the Bank becomes the split company, or a share exchange agreement or a sharetransfer plan in which the Bank becomes a wholly owned subsidiary is approved by the General
Meeting of Shareholders of the Bank, the share acquisition rights that have not been exercised asof that same date may be acquired without consideration on a date separately prescribed by the
Board of Directors.
(8) Other details of share acquisition rights
Details described in (1) to (7) 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]

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