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 1, 2022
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 147TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 147th 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 22, 2022 (Japan
standard time).
1. Date and Time:Thursday, June 23, 2022 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 147th Fiscal Year (from April 1, 2021 to March 31, 2022)
2. Consolidated Financial Statements for the Bank’s 147th Fiscal Year (from
April 1, 2021 to March 31, 2022) 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: Partial Amendment to the Articles of Incorporation
Proposal No. 3: Election of Eleven (11) Directors (excluding Directors Serving as Audit &Supervisory Committee Members)
Proposal No. 4: Election of Four (4) Directors Serving as Audit & Supervisory Committee
Members1

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 23, 2022 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 22, 2022 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 22, 2022 by 5:00 p.m. Japan standard time (time of transmission)
For exercising voting rights via the Internet, please refer to page 4 (in Japanese version only) and indicate
your vote for or against the proposals by either of the following methods.
(a) “Smart Exercise” by scanning the QR Code described on the right-hand side of the Voting Rights
Exercise Form with a smartphone(b) Method by entering the Voting Rights Exercise Code and the Password
For institutional investors
As a method of exercising voting rights, you may use the “Electronic Voting System Platform” operated
by ICJ, Inc.
Please refer to the “Information on Exercising Voting Rights via the Internet” (in Japanese version only) on
page 4 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,System for Ensuring Proper Operations, theNon-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 andregulations and Article 17 of the Articles of Incorporation of the Bank, and are therefore not included in theattached 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, System for Ensuring Proper Operations, the Non-consolidated

2

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, in addition to the
documents included in the attached documents.
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: 347,624,640 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 24, 2022
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: Partial Amendment to the Articles of Incorporation
1. Reasons for the amendments
The revised stipulations set forth in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will come into effect on September
1, 2022. To prepare for the introduction of the system for electronic provision of materials for general
meetings of shareholders, the Bank proposes the following amendments to the Articles of Incorporationof the Bank.
(1) Article 17, Paragraph 1 of the proposed amendment stipulates that information containing
Reference Documents for the General Meeting of Shareholders, etc., shall be provided inelectronic format.
(2) Article 17, Paragraph 2 of the proposed amendment establishes stipulations to limit the scope ofmatters to be recorded in physical documents that are provided to shareholders who request
provision of physical documents.
(3) As provisions concerning Internet disclosure and deemed provision of reference documents forgeneral meetings of shareholders (Article 17 of the current Articles of Incorporation) will nolonger be necessary, these shall be deleted.
(4) Supplementary provisions shall be established concerning the effective date, etc., in line with the
new establishments and deletions above.
2. Contents of the amendments
The contents of the amendments are as follows.
(Underlines indicate amended sections)
Proposed amendment

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for General Meetings ofShareholders, Etc.)
Article 17
In the convocation of General Meetings ofShareholders, the Bank may deem that it
has provided to shareholders information
concerning matters that must be displayedin the Reference Documents for General
Meetings of Shareholders, Business
Report, Non-consolidated Financial
Statements, and Consolidated Financial
Statements (including the Audit Report
and the Independent Auditors’ Report
relating to the Consolidated Financial
Statements) via Internet disclosure inconformity with definitions provided in
the Ordinance of the Ministry of Justice.

<Deleted>5

Current Articles of Incorporation<Newly established>

Proposed amendment(Measures for electronic provision, etc.)
Article 17
In the convocation of General Meetings ofShareholders, the Bank shall provide
electronically information that is thecontent of Reference Documents for the
General Meeting of Shareholders, etc.
(2) Of the matters to which electronic
provision measures apply, the Bank may
choose not to record all or part of matters
stipulated in the Ordinance of the Ministryof Justice in the physical documents
provided to shareholders who maderequest for provision of physicaldocuments by the record date for voting
rights.

<Newly established><Newly established>(Supplementary provisions)
1. The amendments of Article 17 of the Articles ofIncorporation shall take effect on September 1,
2022, the date of enforcement of the revised
stipulations set forth in the proviso of Article 1 ofthe supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of
2019; the “Enforcement Date”).
2. Notwithstanding the provisions of the previous
paragraph, Article 17 (Internet Disclosure andDeemed Provision of Reference Documents for
General Meetings of Shareholders, Etc.) of the
Articles of Incorporation prior to the amendments
shall remain valid for General Meetings ofShareholders held on a day that is within six
months of the Enforcement Date.
3. These supplementary provisions shall be deleted
on the day after which six months have elapsed
since the Enforcement Date or the day after which
three months have elapsed since the day of theGeneral Meeting of Shareholders in the previous
paragraph, whichever is later.

6

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

Reappointment

Name
Katsuichiro Toyoshima
Yasuhiro Iwayama
Ayato Mochizuki
Fumitoshi Yabuzaki
Masashi Hiraiwa

6

Reappointment

Keiko Higashi

7

Reappointment

Youichiro Ito

8

New appointment

Yoshiki Shimma

9
10
11

Reappointment

Yosuke Wakabayashi
Naoyuki Tamura
Nobuhide Fukazawa

Reappointment
Reappointment
Reappointment
Reappointment

Reappointment
Reappointment

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

Outside Director
Outside Director–
Director
Director
Director

7

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr. 1981 Joined the Bank
Jun. 1996 General Manager of Secretariat Office
Apr. 2001 Senior General Manager of Corporate
Administration DivisionJun. 2003 Director, General Manager of Fuji Branch
15,873 shares
Jun. 2005 Managing Director
Attendance at Board
Jun. 2007 Senior Managing Directorof Directors meetings:
Apr. 2011 Deputy President
100%
Apr. 2012 President(15/15 meetings)
Apr. 2020 Chairman (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Katsuichiro Toyoshima, serving as the President since April 2012 and the Chairman since April
2020, has a wealth of management experience gained though his involvement in a wide range ofbanking business processes, including business strategies, sales, market operation, personnel andlabor affairs, risk management, corporate credit review, and system clerical work. Based on his
insight and experience, the Bank believes he is capable of appropriately executing management
decisions for the Bank and has nominated him as a candidate for Director.
Katsuichiro
Toyoshima(July 6, 1957)
Reappointment

1

Apr. 1988 Joined the Bank
Jun. 2005 General Manager of Fuji-eki Nan Branch
Apr. 2012 Senior General Manager of Fuji Branch, Fuji
Shiyakusho-mae Branch and Matsuoka Branch
Apr. 2014 Managing Executive Officer
7,000 shares
Attendance at Board Jun. 2015 Director, General Manager of Corporateof Directors meetings:
Administration Division
Oct. 2016 Managing Director
100%
May 2019 Senior Managing Director(15/15 meetings)
Apr. 2020 President (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Yasuhiro Iwayama, serving as the Senior Managing Director since May 2019 and the President
since April 2020, has a wealth of management experience gained though his involvement in a wide
range of banking business processes, including business strategies, sales, personnel and labor affairs,risk management, and corporate credit review. Based on his insight and experience, the Bank
believes he is capable of appropriately executing management decisions for the Bank and has
nominated him as a candidate for Director.
Yasuhiro Iwayama(July 13, 1964)
Reappointment

2

8

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr. 1986 Joined the Bank
Jun. 2007 General Manager of Fujieda-eki Nishi BranchJul. 2011 Senior General Manager of Sales Division,
Head Office, Okitsu Branch and Yagima BranchJul. 2012 Senior General Manager of Sales Division,
5,600 shares
Head OfficeAttendance at Boardof Directors meetings: Jun. 2013 Director, General Manager of Sales Division,
Head Office
100%Jun. 2015 Managing Director(15/15 meetings)
Nov. 2018 Senior Managing Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Ayato Mochizuki, currently serving as the Senior Managing Director, has a wealth ofmanagement experience gained though his involvement in a wide range of banking businessprocesses, including business strategies, sales, personnel and labor affairs, risk management,
corporate credit review, and system clerical work. Based on his insight and experience, the Bank
believes he is capable of appropriately executing management decisions for the Bank and has
nominated him as a candidate for Director.
Ayato Mochizuki(January 27, 1964)
Reappointment

3

4

Apr. 1985 Joined the Bank
Jun. 2007 General Manager of Markets and International
Fumitoshi Yabuzaki
Division(June 1, 1962)
Oct. 2010 General Manager of Tokyo Branch
Reappointment
Apr. 2012 Senior General Manager of Corporate
Administration Division
14,200 shares
Attendance at Board
Jun. 2013 Executive Officer
of Directors meetings:
Apr. 2015 Managing Executive Officer
100%
Jun. 2017 Director(15/15 meetings)
May 2019 Managing Director
Apr. 2022 Senior Managing Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Fumitoshi Yabuzaki, currently serving as the Senior Managing Director, has a wealth ofmanagement experience gained though his involvement in a wide range of banking businessprocesses, including business strategies, market operation, personnel and labor affairs, risk
management, and system clerical work. Based on his insight and experience, the Bank believes he iscapable of appropriately executing management decisions for the Bank and has nominated him as a
candidate for Director.

9

No.

Name
(Date of birth)6

Number of theBank’s shares
held1991 Joined the Bank
2010 General Manager of Shimokanuki Branch2016 General Manager of Tokyo Branch2018 General Manager of Markets and International
Division
2,400 shares
Attendance at Board
May 2019 General Manager of Corporate Administrationof Directors meetings:
Division
100%
Jun. 2020 Director(15/15 meetings)
Apr. 2022 Managing Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Masashi Hiraiwa, serving as Managing Director, has a wealth of managing experience gained
through his involvement in a wide range of banking business processes, including sales, market
operation, and risk management. Based on his insight and experience, the Bank believes he iscapable of appropriately executing management decisions for the Bank and has nominated him as a
candidate for Director.
Masashi Hiraiwa(April 17, 1968)
Reappointment

5

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

Apr. 1980 Full-time Lecturer, Tokai University JuniorCollege
Keiko Higashi
Apr. 1990 Assistant Professor, Tokai University Junior(August 23, 1953)
College
Reappointment
Apr. 2004 Professor, Tokai University Junior College
Outside Director
Apr. 2007 Professor, Department of Kansei Design,
Independent Officer
School of Development Engineering, Tokai
3,600 shares
University
Attendance at Board Apr. 2011 Professor, Department of Environmental andof Directors meetings:
Societal Affairs, School of Marine Science and100%
Technology, Tokai University(15/15 meetings)
Jun. 2015 Director of the Bank (incumbent)
Apr. 2019 Professor Emeritus, Tokai University(incumbent)[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Ms. Keiko Higashi has academic experience and social credibility cultivated as a university
professor. She has appropriately fulfilled her duties and responsibilities as Outside Director of theBank. Thus, the Bank has nominated her as a candidate for Outside Director in the expectation thatbased on her insight and experience, she will continue to provide supervision and advice, etc.

10

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr. 1990 Registered as attorney-at-law with Tokyo Bar
Association
Apr. 1995 Registered as attorney-at-law with Shizuoka
Bar Association
Opened Ito Law Office in Aoi-ku, Shizuoka
City (incumbent)
1,100 shares
Apr. 1999 Acting Corporate Auditor of the Bank
The term of office ended in June 1999
Attendance at Boardof Directors meetings: Jun. 2009 Audit & Supervisory Board Member
Jun. 2020 Director and Audit & Supervisory Committee
100%
Member
(15/15 meetings)
Jun. 2021 Director of the Bank (incumbent)[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Mr. Youichiro Ito has broad experience as an attorney-at-law over many years. He has appropriately
fulfilled his duties and responsibilities as Outside Director of the Bank. Thus, the Bank has
nominated him as a candidate for Outside Director in the expectation that based on his insight andexperience, he will continue to provide supervision and advice, etc.
Youichiro Ito(February 1, 1948)
Reappointment
Outside Director
Independent Officer

7

Apr.
Nov.
Jun.
Jan.

8

1972 Joined Suzuyo & Co., Ltd.
2005 Managing Director, Suzuyo & Co., Ltd.
2009 Senior Managing Director, Suzuyo & Co., Ltd.
Yoshiki Shimma
2012 President and Director, Suzuyo Holdings Co.,
(October 15, 1948)
Ltd.
New appointment
0 shares
May 2013 President and Representative Director, Suzuyo
Outside Director
Marine Co., Ltd.
Independent Officer
Apr. 2014 President and Representative Director, Suzuyo
Transportation Co., Ltd.
Nov. 2020 Senior Advisor, Suzuyo Transportation Co., Ltd.
(incumbent)[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Mr. Yoshiki Shimma has a wealth of experience in the field of corporate management. Thus, theBank has nominated him as a candidate for Outside Director in the expectation that based on his
insight and experience, he will continue to provide supervision and advice, etc.

11

No.

Name
(Date of birth)
Apr.
Apr.
Apr.
Apr.

Apr.
Oct.
Dec.
Jul.

10

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
Resources Division
4,300 shares
Attendance at Board Apr. 2017 General Manager of Management Planningof Directors meetings:
Division
Jun. 2017 Director, General Manager of Management
100%
Planning Division(15/15 meetings)
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
business strategies, sales, market operation, and personnel and labor affairs. Based on his insight andexperience, the Bank believes he is capable of appropriately executing management decisions for the
Bank and has nominated him as a candidate for Director.
Yosuke Wakabayashi(December 23, 1965)
Reappointment

9

Brief personal history, positions, responsibilities andsignificant concurrent positions

1987 Joined the Bank
2003 General Manager of Ejiri Branch2006 General Manager of Business Planning Division
Naoyuki Tamura
2009 General Manager of Management Planning(September 22, 1964)
Division
Reappointment
Apr. 2011 General Manager of Yaizu Branch, Tajiri
Branch and Otomi Branch
3,000 shares
Attendance at Board Apr. 2012 General Manager of Tokyo Branchof Directors meetings: Apr. 2014 General Manager of General Affairs and Human
Resources Division100%
Apr. 2016 General Manager of Internal Audit Division(15/15 meetings)
Apr. 2017 Senior General Manager of Corporate
Administration DivisionJun. 2019 Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Naoyuki Tamura has been involved in a wide range of banking business processes, including
business strategies, market operation, personnel and labor affairs, risk management, corporate credit
review, and system clerical work. Based on his insight and experience, the Bank believes he iscapable of appropriately executing management decisions for the Bank and has nominated him as a
candidate for Director.

12

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 andNobuhide Fukazawa
General Manager of Business Information(December 29, 1966)
Office Nagoya
Reappointment
Apr. 2016 General Manager of Takahashi Branch, Ihara
Branch, Oshikiri Branch, Tsuji Branch and1,800 shares
Attendance at Board
Shimono Branchof Directors meetings:
Apr. 2018 Senior General Manager of Fuji Branch and100%
Matsuoka Branch(15/15 meetings)
Apr. 2020 Executive Officer, General Manager of Branch
Advisory Division
Apr. 2021 Executive Officer, General Manager ofManagement Planning DivisionJun. 2021 Director (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Nobuhide Fukazawa has management experience, and has been involved in a wide range ofbanking business processes, including business strategies, sales, and corporate credit review. Basedon his insight and experience, the Bank believes he is capable of appropriately executing
management decisions for the Bank and has nominated him as a candidate for Director.

(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) 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 19)(1) Ms. Keiko Higashi and Mr. Youichiro Ito 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 Ms. Keiko Higashi and Mr. Youichiro Ito as independent officers of the Bank. If their elections areapproved as originally proposed, they will continue to be independent officers.
(2) Mr. Yoshiki Shimma is a candidate for Outside Director who meets the criteria for determining the independence ofOutside Directors of the Bank, and if the election of Mr. Yoshiki Shimma 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 as Outside Director
The terms of office as Outside Director at the conclusion of this Annual General Meeting of Shareholders will beseven (7) years for Ms. Keiko Higashi and two (2) years for Mr. Youichiro Ito (thirteen (13) years including his
term of office as Outside Audit & Supervisory Board Member of the Bank) at the conclusion of this Annual
General Meeting of Shareholders.
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 Ms. Keiko Higashi and Mr. Youichiro Ito 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 Ms. Keiko Higashi and Mr. Youichiro Ito is approved, the Bank intends to renew the limited liability
agreements with them.
(2) If the election of Mr. Yoshiki Shimma is approved, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act, the Bank intends to conclude an agreement with Mr. Yoshiki Shimma to limit his liability in theevent that he neglects his duties and that the limit of the liability under such an agreement shall be the amountprovided by laws and regulations.
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 as stipulated in Article 430-3, Paragraph 1 of the Companies Act. All insurance premiums are borne by
the Bank.
The insurance contract covers damages incurred by the insured in the event of a claim for damages arising fromacts by the insured in the course of his or her duties, and is renewed each year. However, the insurance contract hascertain exclusions, such as not covering any loss or damage caused by an insured who knowingly violated laws andregulations. Should each candidate be appointed and assume office as Director, each candidate will be insured
under the insurance contract. The Bank intends to renew the insurance contract during the term of office of eachcandidate.

13

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

Name

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

1

Reappointment

Akihiro Mochizuki

2

Reappointment

Kazuaki Isobe

OutsideIndependent Officer

Outside Director and Audit &Supervisory Committee Member

3

Reappointment

Makoto Kono

OutsideIndependent Officer

Outside Director and Audit &Supervisory Committee Member

4

Reappointment

Shigeyuki Konagaya

OutsideIndependent Officer

Outside Director and Audit &Supervisory Committee Member

14

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Apr. 1980 Joined the Bank
Feb. 1999 General Manager of Yabe Branch
Apr. 2004 Senior General Manager of Management
Planning Division and Secretariat OfficeAttendance at Board of Jun. 2005 Director, General Manager of Shizuoka Branch
Directors meetings:
Apr. 2011 Managing Director
100%Jun. 2013 Senior Managing Director(15/15 meetings)
Attendance at Audit & Jun. 2019 Audit & Supervisory Board Member
Supervisory Committee Jun. 2020 Director and Audit & Supervisory Committee
meetings:
Member (incumbent)

Number of theBank’s shares
held

Akihiro Mochizuki(April 4, 1957)
Reappointment

1

10,290 shares100%(13/13 meetings)[Reasons for nomination as a candidate for Director]
Mr. Akihiro Mochizuki has management experience serving as the Senior Managing Director from
June 2013, gained through his involvement in a wide range of banking business processes, including
business strategies, sales, market operation, personnel and labor affairs, risk management, corporate
credit review, and system clerical work. He has appropriately fulfilled his duties and responsibilities
as Full-time Audit & Supervisory Board Member since June 2019 and Director and Audit &Supervisory Committee Member since June 2020. Based on his insight and experience, 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 Director serving as Audit &Supervisory Committee Member.
Kazuaki Isobe(January 4, 1948)
Reappointment
OutsideIndependent Officer

Apr.
Mar.
Aug.
Sep.
Jun.

2

Attendance at Board of Jun.
Directors meetings:
100%(15/15 meetings)
Attendance at Audit &Supervisory Committee
meetings:
100%(13/13 meetings)

1971 Joined Showa Audit Corporation
1974 Passed Certified Public Accountant examination
1974 Left Showa Audit Corporation
1974 Established CPA Isobe Kazuaki Office(incumbent)
2014 Audit & Supervisory Board Member
2020 Director and Audit & Supervisory Committee
Member of the Bank (incumbent)

4,100 shares[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Mr. Kazuaki Isobe has broad experience as a Certified Public Accountant over many years. He has
appropriately fulfilled his duties and responsibilities as the Bank’s Outside Director and Audit &Supervisory Committee Member. Thus, the Bank has nominated him as a candidate for Outside
Director serving as Audit & Supervisory Committee Member in the expectation that based on his
insight and experience, he will continue to provide supervision and advice, etc.

15

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Oct. 2000 Registered as attorney-at-law with Tokyo Bar
Association
Joined Aikawa Law Office
Apr. 2005 Registered as attorney-at-law with Shizuoka
Bar Association
Joined Kono Law OfficeAttendance at Board of Sep. 2010 Representative Partner, Kono Law OfficeDirectors meetings:(incumbent)
100%
Jun.
2020
Director and Audit & Supervisory Committee(15/15 meetings)
Member of the Bank (incumbent)
Attendance at Audit &Number of theBank’s shares
held

Makoto Kono
(November 12, 1970)
Reappointment
OutsideIndependent Officer

33,600 shares

Supervisory Committee
meetings:
100%(13/13 meetings)[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Mr. Makoto Kono has extensive experience as an attorney-at-law over many years. He has fulfilled
his duties and responsibilities as the Bank’s Outside Director and Audit & Supervisory Committee
Member. Thus, the Bank has nominated him as a candidate for Outside Director serving as Audit &Supervisory Committee Member in the expectation that based on his insight and experience, he willcontinue to provide supervision and advice, etc.
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
Department, Economic Affairs Bureau andDirector, Commercial Labor Administration
Division
Attendance at Board of
500 shares
Apr. 2010 Director, Administrative Management
Directors meetings:
100%
Department, Management Bureau(12/12 meetings)
Apr. 2011 Director, Management Bureau
Attendance at Audit &Supervisory Committee Apr. 2012 Director, General Affairs Bureau
Oct. 2013 Deputy Mayor of Shizuoka City
meetings:
100%
Mar. 2021 Retired as Deputy Mayor of Shizuoka City
(10/10 meetings)
Jun. 2021 Director and Audit & Supervisory Committee
Member of the Bank (incumbent)[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director]
Mr. Shigeyuki Konagaya has experience and social credibility cultivated in public administration as
Deputy Mayor of Shizuoka City. He has fulfilled his duties and responsibilities as Outside Directorand Audit & Supervisory Committee Member. Thus, the Bank has nominated him as a candidate for
Outside Director serving as Audit & Supervisory Committee Member in the expectation that basedon his insight and experience, he will continue to provide supervision and advice, etc.
Shigeyuki Konagaya(January 1, 1954)
Reappointment
Outside Director
Independent Officer

4(Notes) 1. Special interest relationship between each candidate for Director and the Bank
(1) Mr. Makoto Kono is the Bank’s legal counsel and the Bank pays him counseling fees.
(2) No special interest exists between any other candidates for Directors serving as Audit & Supervisory Committee
Members and the Bank.
2. Independence of candidates for Outside Directors (Independence Criteria for Outside Directors of the Bank arelisted on page 19)
Mr. Kazuaki Isobe, Mr. Makoto Kono, and Mr. Shigeyuki Konagaya are candidates for Outside Directors who meetthe criteria for determining the independence of Outside Directors of the Bank. The Bank has submitted
notifications to Tokyo Stock Exchange, Inc. to register Mr. Kazuaki Isobe, Mr. Makoto Kono, and Mr. Shigeyuki
Konagaya as independent officers of the Bank. If their election is approved as originally proposed, they willcontinue to be independent officers.
3. Number of years in office as Outside Director

16

The terms of office as Outside Director at the conclusion of this Annual General Meeting of Shareholders will be
two (2) years for Mr. Kazuaki Isobe (eight (8) years including his term as Outside Audit & Supervisory Board
Member of the Bank), two (2) years for Mr. Makoto Kono, and one (1) year for Mr. Shigeyuki Konagaya at theconclusion of this Annual General Meeting of Shareholders.
4. Limited liability agreements with Outside Directors
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Bank has concluded agreementswith Mr. Kazuaki Isobe, Mr. Makoto Kono, and Mr. Shigeyuki Konagaya to limit their liabilities in the event thatthey neglect their duties and that the limit of the liability under such agreements shall be the amount provided bylaws and regulations. If the election of Mr. Kazuaki Isobe, Mr. Makoto Kono, and Mr. Shigeyuki Konagaya isapproved, the Bank intends to renew the agreements with them.
5. Directors and officers liability insurance contract
The Bank has concluded a directors and officers liability insurance contract with an insurance company to insure
all Directors as stipulated in Article 430-3, Paragraph 1 of the Companies Act. All insurance premiums are borne by
the Bank.
The insurance contract covers damages incurred by the insured in the event of a claim for damages arising fromacts by the insured in the course of his or her duties, and is renewed each year. However, the insurance contract hascertain exclusions, such as not covering any loss or damage caused by an insured who knowingly violated laws andregulations. Should each candidate be appointed and assume office as Director, each candidate will be insured
under the insurance contract. The Bank intends to renew the insurance contract during the term of office of eachcandidate.

17

<Reference>[Skill Matrix of the Candidates for Directors]

The following illustrates significant experience and skills possessed by Directors.
Businessstrategy
Katsuichiro Toyoshima
Yasuhiro Iwayama
Ayato Mochizuki
Fumitoshi Yabuzaki
Masashi Hiraiwa
Yosuke Wakabayashi
Naoyuki Tamura
Nobuhide Fukazawa
Akihiro Mochizuki

●
●
●
●
●
●
●
●

Sales

●
●
●

Experience and skills
Personnel
MarketRisk
Corporate
Systemand labor
operation
management credit review clerical work
affairs

●

●
●
●
●

●
●
●
●

●
●
●
●

●

●
●
●
●
●

●
●
●

●

●
●

●

●

●

●

●
●
●

●
●

●

The following illustrates the areas of expertise possessed by Outside Directors.
Area of expertise
Corporate
Academic
Legal Finance and Regional
management experienceaffairs
accounting economy
Keiko Higashi
Youichiro Ito
Yoshiki Shimma
Kazuaki Isobe
Makoto Kono
Shigeyuki Konagaya

●
●
●
●
●
●

*The above tables do not indicate all of the insights and experiences possessed by each candidate for Director.

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






“Recently” refers to cases that can, for practical purposes, be regarded as occurring in thepresent. For example, this includes cases applicable at the point at which details of
proposals at the General Meeting of Shareholders appointing Independent Officers as
Outside Directors were decided. “Recently” does not refer to more than a year ago.
“Major” refers to a business partner with whom the Bank has a transactional relationshipthat could affect business decisions, etc. to the same extent as a parent company,
subsidiary, or affiliated company.
A “significant amount” refers to an average of 10 million yen or more over the past three
years.
“Close relatives” refers to a spouse or relative within the second degree of kinship.
“Insignificant persons” refers to officers and manager-level persons of a company orbusiness partner, and persons other than certified public accountants affiliated with each
audit corporation and lawyers affiliated with each law firm.
[End of Document]19