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, theoriginals shall prevail. The Company assumes no responsibility for these translations or for direct, indirect
or any other forms of damages arising from the translations.

(Securities Code: 5831)
May 27, 2024
(Start date for measures for electronic provision: May 22, 2024)
To Shareholders with Voting Rights:
Hisashi Shibata
President
The Shizuoka Financial Group, Inc.
10, Gofukucho 1-chome, Aoi-ku,
Shizuoka City, Shizuoka, JapanNOTICE OF CONVOCATION OF
THE 2ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
We wish to inform you that the 2nd Annual General Meeting of Shareholders of the Shizuoka Financial
Group, Inc. (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures to provide
information electronically, and has posted the matters for electronic provision on the following website.
Company website: https://www.shizuoka-fg.co.jp/english/ir/shareholders-meeting.html
In addition to the above, the Company has also posted the information on the website listed below. If you
cannot view the Company website, please access the Tokyo Stock Exchange Inc. website below, enter“Shizuoka Financial Group” under “Issue name (company name)” or, alternatively, enter the Company’s
securities code “5831” under “Code” and press “Search.” Then select “Basic information” and “Documentsfor public inspection/PR information” in that order and check the “Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting” item under “Filed information available forpublic inspection.”
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please review the Reference Documents for the General Meeting of Shareholders on pages 6 to 22 andexercise your voting rights by referring to the Guide for Exercise of Voting Rights (pages 3-5).
1. Date and Time:
2. Place:

Friday, June 14, 2024 at 10:00 a.m. Japan standard time
(Reception desk opens at 9:00 a.m.)
Large Hall, 2F, Shizuoka Bank Training Center,
2-1, Kusanagi-Kita, Shimizu-ku, Shizuoka City, Shizuoka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 2nd Fiscal Year (from April 1, 2023 to March 31, 2024) and theresults of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 2nd Fiscal Year(from April 1, 2023 to March 31, 2024)

1

Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Six (6) Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)
Proposal No. 3: Election of Four (4) Directors Who Are Audit & Supervisory Committee
Members
Other matters for electronic provision (matters omitted from the paper copy sent to shareholders)⚫ Items 1) to 4) below have been posted on the Company’s website and the Tokyo Stock Exchange website
as noted on page 1 of this Notice according to laws and regulations and the Articles of Incorporation of theCompany, and are therefore not included in the attached documents. The Audit and Supervisory Committee
and the Accounting Auditor have audited the documents subject to the audit including the items below.
1) The following items of the Business Report:
Part of “Matters regarding the Company’s current state,” part of “Matters regarding the Company’s
officers (directors),” “Matters regarding the Company’s shares,” “Matters regarding the Company’s
share acquisition rights,” “Matters regarding the Accounting Auditor,” “Basic policy regarding roles of
persons controlling decision on financial and business policies,” “Systems for ensuring theappropriateness of business activities,” “Matters regarding specified wholly-owned subsidiaries,”“Matters regarding transactions with the parent company etc.,” “Matters regarding the accounting
advisor,” and “Other matters”
2) Consolidated Financial Statements
3) Non-consolidated Financial Statements
4) Audit Report
Guide for Convocation⚫ When attending the General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise
Form at the reception desk of the meeting venue.
You are also kindly requested to bring this Notice of Convocation to save resources.
⚫ If you are unable to attend the General Meeting of Shareholders, you may exercise your voting rights by
proxy by having another shareholder who holds voting rights attend the General Meeting of Shareholders
on your behalf, provided that his or her Voting Rights Exercise Form and a document certifying him or her
as your proxy are submitted.
⚫ 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.
⚫ Any revisions to matters provided electronically will be posted on each website where the matters are
displayed.
Video on the day of the General Meeting of Shareholders⚫ To provide information to shareholders, the Company plans to post the video related to the matters to bereported on the day of the General Meeting of Shareholders on the Company website indicated on page 1of this Notice of Convocation after the end of the meeting on Monday, June 17, 2024.

2

Guide for Exercise of Voting Rights
You are kindly asked to exercise your voting rights by one of the following methods.
If you are attending the meeting
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Date and time: Friday, June 14, 2024 at 10:00 a.m. Japan standard time
If you are not attending the meeting
Voting Rights Exercise Form
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it to us by the deadline.
Deadline: Thursday, June 13, 2024 Japan standard time (time of receipt)*If there is no indication of your vote for or against each proposal, the Company will deem that you havevoted in favor of the proposals.
How to mark on the Voting Rights Exercise Form
Please indicate your vote for or against each of the proposals here.
Proposal 1
If “for,” please circle “For.”If “against,” please circle “Against.”
Proposal 2 and 3
If “for” for all candidates, please circle “For.”If “against” for all candidates, please circle “Against.”*If you wish to vote against certain candidates, please circle “For,” thereby initially voting for all
candidates, and then indicate the candidate(s) whom you are voting against by stating the Candidate No.
assigned to the candidate(s) in the Reference Documents for the General Meeting of Shareholders.
Internet
Please access the Company’s designated website for the exercise of voting rights (https://www.e-sokai.jp),
follow the on-screen instructions, and exercise your voting rights.
Deadline: Thursday, June 13, 2024 by 5:00 p.m. Japan standard time
*Please note that your votes via the Internet will be cancelled if you attend the meeting.
For details, please refer to the following page.
For institutional investors

You may exercise your voting rights using Electronic Voting Platform
operated by ICJ Inc.

3

Guide for Exercise of Voting Rights via the Internet
Via a smartphone*“QR Code” is a registered trademark of DENSO WAVE INCORPORATED.

Step 1
Read the “QR Code for accessing the smartphone voting rights exercise website” on the bottom right ofthe enclosed Voting Rights Exercise Form using a smartphone or a tablet device.
Step 2
Select the displayed URL to open the voting rights exercise website.
There are two ways to exercise your voting rights.
Step 3
Follow the instructions on screen and indicate your vote for or against each proposal.
Step 4
Confirm your information entered and click “Confirm” to complete the exercise of voting rights.
Please note that if you wish to change your votes after exercising your voting rights, you must take thenecessary procedures by accessing the following voting rights exercise website using the “proxy code”
and “password.”
Via a personal computer (re-exercise of voting rights)
Step 1
Access the website for the exercise of voting rights.
https://www.e-sokai.jp[Website for personal computer]
Navigate to https://www.e-sokai.jp

Step 2
Read “Guide for Exercise of Voting Rights via the Internet” and click “Proceed.”
Step 3Enter the “voting right exercising code” noted on the enclosed Voting Rights Exercise Form and click“Log in.”
Then, enter the “password” noted on the enclosed Voting Rights Exercise Form and click “Proceed.”[Notes]⚫ All costs for using the website for the exercise of voting rights, including the provider fee andcommunication charges, shall be borne by shareholders.
⚫ If you exercise your voting rights both via the Internet and in writing on the Voting Rights Exercise
Form, only the vote via the Internet will be deemed as valid regardless of the date and time of receiptof the Voting Rights Exercise Form.
⚫ If you exercise your voting rights via the Internet etc. more than once, only your last vote will bedeemed as valid.

4

《Inquiries regarding the Exercise of Voting Rights via the Internet》
If you have any inquiries about the exercise of voting rights via the Internet, please call thefollowing number.
Transfer Agent: JAPAN SECURITIES AGENTS, LTD.
Agency Department Web Support[Direct Line (Toll free)] 0120-707-743
Open from 9:00 a.m. to 9:00 p.m. (including Saturdays, Sundays, andnational holidays).

5

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 Company maintains the basic policy of distributing
dividends to shareholders steadily while paying attention to internal reserves to enhance management
quality.
Matters concerning year-end dividends of surplus
With due consideration given to the business results and current management environment, the Company
proposes to pay a year-end dividend for the fiscal year under review as follows.
(1) Type of property dividend
Cash(2) Allotment of property dividend to shareholders and the total amount
22 yen per share of common stock of the Company, for a total of 12,098,742,436 yen
As the Company has paid 17 yen per share as an interim dividend, the total amount of annual
dividends will be 39 yen per share for the fiscal year ended March 31, 2024.
(3) Effective date of distribution of surplus
June 17, 2024
The dividend totals through to the interim dividend for fiscal 2022 are dividend totals for The Shizuoka
Bank, Ltd.

6

Proposal No. 2: Election of Six (6) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
The terms of office of six (6) Directors (excluding Directors who are Audit & Supervisory Committee
Members, hereinafter the same applies in this proposal) will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, the election of six (6) Directors is proposed.
The Audit and Supervisory Committee examined this proposal and found no matters to report.
The candidates are as follows:
No.
1
2
3
4
5
6

Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
Candidate for
Outside Director
Reappointment
Candidate for
Outside Director

Name
Katsunori Nakanishi
Hisashi Shibata

Minoru Yagi
Yutaka Fukushima
Kumi Fujisawa

Present position at the Company
Chairman (Representative Director)
President (Representative Director) responsible forchief executive functions
Director & Executive Officer
Director & Executive Officer
Outside Director

Kazutoshi Inano

Outside Director

7

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Dec.
Apr.
Jun.

1

1976
1998
1999
1999

Number of theCompany’s
shares held

Joined The Shizuoka Bank, Ltd.
Deputy General Manager of Personnel Dept.
General Manager of Personnel Dept.
General Manager of Corporate Administration
Dept.
Jun.
2001 Director & Executive Officer, General Manager ofCorporate Planning Dept.
2003 Director & Senior Executive Officer
Katsunori Nakanishi Jun.
2005 Director & Senior Executive Officer, Deputy
317,400(June 15, 1953) Apr.
General Manager of Corporate Center in charge ofshares(Reappointment)planning and administrationJun.
2005 President & Chief Executive Officer
Mar. 2017 Director, Shizuoka Gas Co., Ltd. (to present)Jun.
2017 Chairman, The Shizuoka Bank, Ltd. (retired in June
2023)
Director, Shizuoka Railway Co., LTD. (to present)Oct.
2022 Chairman, Shizuoka Financial Group, Inc. (topresent)[Reasons for selection as a candidate for Director]
Mr. Katsunori Nakanishi served as General Manager of the Corporate Administration Dept. and General
Manager of Corporate Planning Dept. at The Shizuoka Bank, Ltd., which is now a part of the Shizuoka
Financial Group. He served as the Bank’s President & Chief Executive Officer from June 2005 and has
been serving as the Bank’s Chairman from June 2017 to June 2023. He has also served as Chairman of
the Company since October 2022. He is very familiar with the Group’s business management andoperations. He utilizes his wealth of business experience and broad knowledge and plays an appropriaterole in strengthening the effectiveness of the Board of Directors’ decision-making and supervisory
functions, among others. For these reasons, we have nominated Mr. Nakanishi as a candidate for Director
again.

8

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Apr.
Jan.
Jun.

Jun.
Jun.
Apr.
Jun.
Jun.

Apr.
Hisashi Shibata(November 18, 1963)(Reappointment)

Oct.
2
Jun.
Jun.
Jun.

1986 Joined The Shizuoka Bank, Ltd.
2003 Deputy General Manager, Head Office
2004 Dispatched to Regional Banks Association of Japan as
Deputy General Manager and Deputy General
Manager of Tokyo Liaison Office, Corporate Planning
Dept., The Shizuoka Bank, Ltd.
2005 General Manager of Corporate Planning Group,
Corporate Planning Dept.
2009 General Manager of Corporate Planning Dept.
2011 General Manager of Gofukucho Branch2011 Executive Officer and General Manager ofGofukucho Branch2012 Senior Executive Officer, Deputy General Manager
of Banking Division in charge of securities andinternational business, General Manager ofMetropolitan Business Unit and General Manager
of Tokyo Branch2013 Senior Executive Officer, Deputy General Manager
of Banking Division in charge of Metropolitan
Division, General Manager of Metropolitan
Business Unit and General Manager of Tokyo
Branch2013 Senior Executive Officer, Deputy General Manager
of Banking Division in charge of Metropolitan
Division, General Manager of Metropolitan
Business Unit, General Manager of Tokyo Office2014 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofcredit2016 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge ofcorporate planning and corporate administration2017 President & COO

Oct.

Number of theCompany’s
shares held

84,900 shares2022 President, Shizuoka Financial Group, Inc. (topresent)
Director, The Shizuoka Bank, Ltd. (to present)(Significant concurrent positions)
Director, The Shizuoka Bank, Ltd.
[Reasons for selection as a candidate for Director]
Mr. Hisashi Shibata served as General Manager of Corporate Planning Dept., General Manager ofGofukucho Branch, General Manager of Metropolitan Business Unit, and General Manager of Tokyo
Office at The Shizuoka Bank, Ltd., which is now a part of the Shizuoka Financial Group. He also served
as the Bank’s President & COO from June 2017 to October 2022. He has been serving as President of theCompany since October 2022 and is responsible for the Group’s business management and operations.
He utilizes his wealth of business experience and broad knowledge and plays an appropriate role instrengthening the effectiveness of the Board of Directors’ decision-making and supervisory functions,among others. For these reasons, we have nominated Mr. Shibata as a candidate for Director again.

9

No.

Name
(Date of birth)

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

3

Number of theCompany’s
shares held

1987 Joined The Shizuoka Bank, Ltd.
2003 Dispatched to Shizugin Management Consulting
Co., Ltd. as Deputy General Manager
Jun.
2004 General Manager of Human Resources
Development Group, Corporate Administration
Dept., The Shizuoka Bank, Ltd.
Jun.
2008 General Manager of Shintori BranchJan.
2010 General Manager of Yaizu BranchApr.
2011 Senior General Manager of Corporate Planning
Dept.
Jun.
2012 Executive Officer, General Manager of Corporate
Planning Dept.
Jun.
2014 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge of
Minoru Yagi
corporate planning and corporate administration(May 7, 1963)
Jun.
2016 Director & Senior Executive Officer, Deputy
65,700 shares
GeneralManagerofBanking
Divisioninchargeof(Reappointment)
creditJun.
2017 Director & Senior Managing Executive Officer,
General Manager of Corporate CenterJun.
2021 Deputy President, General Manager of Corporate
CenterOct.
2022 Director & Executive Officer, in charge ofCorporate Administration Dept. and the Secretarial
Office, Shizuoka Financial Group, Inc. (to present)
President, General Manager of Corporate Center, incharge of Corporate Administration Dept. andSecretarial Office, The Shizuoka Bank, Ltd. (topresent)(Significant concurrent positions)
President (Representative Director), The Shizuoka Bank, Ltd.
[Reasons for selection as a candidate for Director]
Mr. Minoru Yagi served as General Manager of Yaizu Branch and General Manager of Corporate
Planning Dept. at The Shizuoka Bank, Ltd., which is now a part of the Shizuoka Financial Group. He
was appointed as the Bank’s Deputy President from June 2021 and has served as President of Shizuoka
Bank, Ltd since October 2022. In addition, he has been serving as Director & Executive Officer of theCompany since October 2022 and is responsible for Group business management and operations. He
utilizes his wealth of business experience and broad knowledge and plays an appropriate role instrengthening the effectiveness of the Board of Directors’ decision-making and supervisory functions,among others. For these reasons, we have nominated Mr. Yagi as a candidate for Director again.

10

No.

Name
(Date of birth)

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

Number of theCompany’s
shares held

1989 Joined The Shizuoka Bank, Ltd.
2005 General Manager of Fujikawa Branch2006 Deputy General Manager of Corporate Planning Groupof Corporate Planning Dept.
Jan.
2009 General Manager of Fujinomiya BranchJun.
2011 Joint General Manager of Credit Dept. (concurrently
serving as General Manager of Credit Group II)
Jun.
2013 General Manager of Fujichuo BranchJan.
2015 General Manager of Gofukucho BranchJun.
2015 Executive Officer, General Manager of Gofukucho
BranchJun.
2016 Executive Officer, General Manager of Head OfficeJun.
2017 Senior Executive Officer, General Manager of Eastern
Area Business Unit
Yutaka Fukushima
Jun.
2021
Director & Senior Executive Officer, General Manager(September 19, 1966)
35,600 sharesof Banking Division and Business Promotion Dept.
Jun.
2022 Director and Senior Managing Executive Officer,(Reappointment)
General Manager of Banking DivisionOct.
2022 Director & Executive Officer, in charge of Group
Company Business, Shizuoka Financial Group, Inc. (to4present)
Apr.
2024 Director and Senior Managing Executive Officer,
General Manager of Banking Division, in charge ofArea Business Units, Sales Strategy Dept., Corporate
Business Support Dept., Life Planning Support Dept.,
Asia Strategy Project Team, International Business
Dept., and Digital Business Promotion Dept., The
Shizuoka Bank, Ltd. (to present)(Significant concurrent positions)
Director and Senior Managing Executive Officer (Representative
Director), The Shizuoka Bank, Ltd.
[Reasons for selection as a candidate for Director]
Mr. Yutaka Fukushima served as General Manager of Head Office and General Manager of Eastern Area
Business Unit at The Shizuoka Bank, Ltd., which is now a part of the Shizuoka Financial Group. He has
also served as a Director at the Bank since June 2021. In addition, he has been serving as Director &Executive Officer of the Company since October 2022 and is responsible for Group business
management and operations. He utilizes his wealth of business experience and broad knowledge andplays an appropriate role in strengthening the effectiveness of the Board of Directors’ decision-making
and supervisory functions, among others. For these reasons, we have nominated Mr. Fukushima as a
candidate for Director again.

11

No.

Name
(Date of birth)

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

5

Number of theCompany’s
shares held

1995 Established IFIS Limited
Representative Director of the same (retired inJuly 1999)
Jun.
2004 Executive Director, The Investment Trusts
Association, Japan (retired in June 2023)
Nov. 2004 Director, SophiaBank LimitedJun.
2011 Public Governor, Japan Securities Dealers
Association (to present)Feb.
2012 Director, Incorporated Organization for
Supporting the Turnaround of Businesses
Damaged by the Great East Japan Earthquake(retired in June 2016)
Jun.
2013 Director, The Shizuoka Bank, Ltd. (retired October
2022)
Aug. 2013 President, SophiaBank Limited (retired in March
2022)
Jun.
2014 Director, Toyota Tsusho Corporation (retired inJune 2023)
Director, SCINEX CORPORATION (retired inJune 2016)
Jul.
2014 Director, Money Design Co., Ltd. (retired in June
Kumi Fujisawa
2017)(March 15, 1967)
May 2016 Director, Creek and River Co., Ltd. (retired in
May 2022)
0 shares(Reappointment,Feb.
2018 Director, CAMPFIRE, Inc. (retired in March
Candidate for2019)
Outside Director) Mar. 2018 Director, JAPAN PROFESSIONAL FOOTBALLLEAGUE (retired in March 2022)
Oct.
2018 Director, Net Protections Holdings, Inc. (topresent)
Apr.
2019 Director, Japan Action Tank (to present)
Mar. 2020 Director, JINSEKI KOGEN GAKUENINSTITUTION (to present)
Jan.
2021 Director, CellSource Co., Ltd. (to present)
Apr.
2021 Representative Director, Japan Philanthropic
Partners (to present)Oct.
2021 Auditor, Ridilover Inc. (to present)
Apr.
2022 Chairperson, Institute for International SocioEconomic Studies, Ltd. (to present)
May 2022 Director, EDMILSON FUNDS ASIA (to present)Oct.
2022 Director, Shizuoka Financial Group, Inc. (topresent)
Apr.
2023 Director, University Public Corporation Osaka (topresent)(Significant concurrent positions)
Chairperson, Institute for International Socio-Economic Studies[Reasons for selection as a candidate for Outside Director and expected roles]
Ms. Kumi Fujisawa founded Japan’s first investment trust evaluation firm and served as its representative
director. She also participated in forming SophiaBank Limited and served as its representative director. She
has served in various public positions, including as a committee member of the Financial System Councilof the Financial Services Agency. She served as Outside Director of The Shizuoka Bank, Ltd., a groupcompany of the Company, from June 2013 through October 2022 before becoming a Director of the
Shizuoka Financial Group, Inc. in October 2022. Drawing on this wealth of experience and knowledge, sheplays an appropriate role in ensuring the transparency and fairness of the decision-making process in the
Company’s Board of Directors and further strengthening its supervisory function by contributing an
objective standpoint that is independent of management. For these reasons, we have selected Ms. Fujisawa
as a candidate for Outside Director again. Her term of office as Outside Director of the Company will be
one year and nine months upon the conclusion of this Annual General Meeting of Shareholders.

12[Matters concerning independence]
The Company has registered Ms. Kumi Fujisawa as an independent officer with Tokyo Stock ExchangeInc., as she is judged not to have any potential conflicts of interest with general shareholders according
to the criteria for the independence of independent officers as stipulated by the Tokyo Stock Exchange
and the criteria for designating independent directors as stipulated by the Company.

13

No.

Name
(Date of birth)

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

6

Number of theCompany’s
shares held

1976 Joined Nomura Securities Co., Ltd. (currently
NOMURA HOLDINGS, INC.)
Jun.
2000 Director, Executive Vice President of Nomura
Securities Co., Ltd.
Apr.
2002 Director, President of Nomura Asset Management Co.,
Ltd.
Apr.
2003 Director, Deputy President & Co-COO of NOMURAHOLDINGS, INC.
Jun.
2003 Director, Executive Managing Director, Deputy
President & Co-COO of NOMURA HOLDINGS, INC.
(retired in March 2008)
Director, Executive Managing Director, President &CEO of Nomura Asset Management Co., Ltd. (retired
March 2005)
Apr.
2005 Director, Chairman of The Nomura Trust and Banking
Co., Ltd. (retired in March 2008)
Apr.
2008 Executive Managing Director, Deputy Chairman of
Nomura Securities Co., Ltd. (retired in March 2009)
Kazutoshi Inano
Apr.
2009 Director, Chairperson, Representative Executive(September 4, 1953)
Managing Director of Nomura Asset Management Co.,Ltd.
2,000 shares(Reappointment,
Vice Chairman of Japan Association of Corporate
Candidate for
Executives (retired in April 2013)
Outside Director) Jun.
2009 Chairman of The Investment Trusts Association (retired
in June 2013)
Aug.
2009 Chairman of The Securities Analysts Association ofJapan (retired in August 2013)
Jun.
2011 Chairperson of the Board of Directors of Nomura AssetManagement Co., Ltd. (retired in June 2013)
Jul.
2013 Chairman of Japan Securities Dealers Association(retired in June 2017)
May
2017 Chairman of Japan Securities Scholarship Foundation(retired in June 2023)
Apr.
2018 Chairman of Japan Foundation For Regional
Vitalization (retired in August 2022)
Jun.
2021 Director, The Shizuoka Bank, Ltd. (retired in October
2022)
Oct.
2022 Director, Shizuoka Financial Group, Inc. (to present)Jul.
2023 Director of Japan Securities Scholarship Foundation (topresent)
Aug.
2023 Councilor, Ernst & Young ShinNihon LLC (to present)[Reasons for selection as a candidate for Outside Director and expected roles]
Mr. Kazutoshi Inano held important positions in the Nomura Group companies including Director,
Executive Managing Director, Deputy President of NOMURA HOLDINGS, INC. He also served as
Chairman of The Investment Trusts Association, Chairman of The Securities Analysts Association of Japan,
Chairman of Japan Securities Dealers Association, Chairman of Japan Securities Scholarship Foundation, andChairman of Japan Foundation For Regional Vitalization. He served as Outside Director of The Shizuoka
Bank, Ltd., a group company of the Company, from June 2021 through October 2022 before becoming a
Director of the Shizuoka Financial Group, Inc. in October 2022. Drawing on this wealth of experience andknowledge as a manager of a financial group, he plays an appropriate role in ensuring the transparency
and fairness of the decision-making process in the Company’s Board of Directors and further
strengthening its supervisory function by contributing an objective standpoint that is independent ofmanagement. For these reasons, we have selected Mr. Inano as a candidate for Outside Director again.
His term of office as Outside Director of the Company will be one year and nine months upon the
conclusion of this Annual General Meeting of Shareholders.

14[Matters concerning independence]
The Company has registered Mr. Kazutoshi Inano as an independent officer with the Tokyo Stock
Exchange, as he is judged not to have any potential conflicts of interest with general shareholders
according to the criteria for the independence of independent officers as stipulated by the Tokyo Stock
Exchange and the criteria for designating independent directors as stipulated by the Company.
Notes:

1. No special interest exists between any of the candidates for Director and the Company.
2. Ms. Kumi Fujisawa and Mr. Kazutoshi Inano are candidates for Outside Director.
3. Limited liability agreements with Outside Directors
In order to ensure that the Company is able to secure suitable individuals as its Outside Directors, the Company has
established a provision concerning limited liability agreements with the Outside Directors in the current Articles ofIncorporation. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has
concluded agreements (hereinafter referred to as the “limited liability agreements”) with Ms. Kumi Fujisawa and
Mr. Kazutoshi Inano to limit their liability provided for in Article 423, Paragraph 1 of the Companies Act and theagreements are to be continued when they are re-elected as Outside Directors of the Company. The limitation of
liability under the agreement shall be the minimum liability amount provided in Article 425, Paragraph 1 of thesame Act.
4. Directors and Officers Liability Insurance Contract
The Company has entered into a directors and officers liability insurance (“D&O Insurance”) contract as stipulated
in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The D&O Insurance covers
damage, etc. (excluding damage, etc. applicable to exemptions contractually stipulated in the D&O Insurance) that
may arise when directors assume liability for the execution of their duties. The insurance premiums of the D&O
Insurance are fully borne by the Company. If the candidates are elected and assume office as Director, any of themwill be insured under the D&O Insurance. The contract period of the D&O Insurance is set at one year. The
Company plans to renew the insurance before it reaches its maturity during the candidates’ terms of office, in
accordance with the resolution of the Board of Directors.
5. With regard to Ms. Kumi Fujisawa, the candidate for Outside Director, the name “Kumi Fujisawa” is used for
professional purposes only, and stated above as such due to its high recognition among the public, whereas her
name in the domiciliary register is Kumi Tsunoda.
<Reference>
The criteria for designating independent directors stipulated by the Company are found below the table describing“Status of Major Activities of Outside Directors” in 3. (2) of the Business Report.

15

Proposal No. 3: Election of Four (4) Directors Who Are Audit & Supervisory Committee Members
The terms of office of four (4) Directors who are Audit & Supervisory Committee Members will expire at
the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of four (4)Directors who are Audit & Supervisory Committee Members is proposed.
The Audit & Supervisory Committee has given its consent to this proposal.
The candidates are as follows:
No.
1
2
3
4

Reappointment
Reappointment
Candidate for
Outside Director
Reappointment
Candidate for
Outside Director
Reappointment
Candidate for
Outside Director

Name
Koichi Kiyokawa
Motoshige Itoh

Present position at the Company
Director (Audit & Supervisory Committee Member)
Outside Director (Audit & Supervisory Committee
Member)Kazuto Tsubouchi

Outside Director (Audit & Supervisory Committee
Member)Naomi Ushio

Outside Director (Audit & Supervisory Committee
Member)

16

No.

Name
(Date of birth)

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

1

Number of theCompany’s
shares held

1988 Joined The Shizuoka Bank, Ltd.
2004 Deputy General Manager of Corporate PlanningGroup of Corporate Planning Dept.
Jun.
2006 General Manager of New York BranchJun.
2009 Senior Deputy General Manager of Numazu BranchOct.
2009 Senior Deputy General Manager of Numazu Branch(concurrently serving as General Manager of Honcho
Branch)Apr.
2010 General Manager of Fujieda BranchApr.
2012 Joint General Manager of Corporate Administration
Dept.
Jun.
2012 General Manager of Corporate Administration Dept.
Koichi Kiyokawa
Jun.
2014 Executive Officer, General Manager of Corporate(March 18, 1965)
Planning Dept.
38,500 sharesJun.
2016 Executive Officer, General Manager of Risk
(Reappointment)
Management Dept.
Jun.
2017 Executive Officer, General Manager of Shimizu
BranchJun.
2019 Executive Officer, General Manager of Head OfficeJun.
2020 Director & Senior Executive Officer, General
Manager of Audit Dept.
Jun.
2022 Director & Senior Executive Officer (retired in
October 2022)
Oct.
2022 Director (Audit & Supervisory Committee Member),
Shizuoka Financial Group, Inc. (to present)Jun.
2023 Audit & Supervisory Board Member, The Shizuoka
Bank, Ltd. (to present)[Reasons for selection as a candidate for Director]
Mr. Koichi Kiyokawa served as General Manager of Shimizu Branch and General Manager of Head
Office at The Shizuoka Bank, Ltd., which is now a part of the Shizuoka Financial Group. He has also
served as the Bank’s Director since June 2020 and as the Company’s Director who is an Audit &Supervisory Committee Member since October 2022. Drawing on this wealth of experience andknowledge, he plays an appropriate role in ensuring the transparency and fairness of the decision-making
process in the Company’s Board of Directors and further strengthening its supervisory function from an
objective standpoint that is independent of management. For these reasons, we have selected Mr.
Kiyokawa as a candidate for Director who is an Audit & Supervisory Committee Member again.

17

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions
Sep.

2

Number of theCompany’s
shares held

1978 Assistant Professor, Department of Economics,
University of Houston
Apr.
1982 Associate Professor, Faculty of Economics, The
University of Tokyo
Dec.
1993 Professor, Faculty of Economics, The University of
Tokyo
Apr.
1996 Professor, Graduate School of Economics, Faculty of
Economics, The University of Tokyo (retired in
March 2016)
Feb.
2006 President, National Institute for Research
Advancement (retired in March 2014)
Jun.
2015 Director, East Japan Railway Company (to present)
Trustee, The Sasakawa Peace Foundation (retired in
Motoshige Itoh
June 2023)(December 19, 1951)
Apr.
2016 Professor, Faculty of International Social Sciences,
Gakushuin University (retired in March 2022)
0 shares(Reappointment,
Jun.
2016 Professor Emeritus, The University of Tokyo (toCandidate forpresent)
Outside Director)
Corporate Auditor, Hagoromo Foods Corporation(retired in June 2022)
Mar. 2018 Director, The Japan Foundation for the United
Nations University (to present)Jun.
2018 Director, The Shizuoka Bank, Ltd. (retired in October
2022)
Director, SUMITOMO CHEMICAL COMPANY,
LIMITED (to present)
Apr.
2022 Director, JX Nippon Mining & Metals Corporation(to present)Jun.
2022 Director, Hagoromo Foods Corporation (to present)Oct.
2022 Director (Audit & Supervisory Committee Member),
Shizuoka Financial Group, Inc. (to present)[Reasons for selection as a candidate for Outside Director and expected roles]
Mr. Motoshige Itoh is an expert on economics as a university professor and a notable commentator on
economic affairs. Also serving as an outside director of other listed companies, he is well versed incorporate management in the global economy. Furthermore, he previously served in public positions
including membership on the Council on Economic and Fiscal Policy, The Tax Commission, and theExpert Panel on Climate Change of the Japanese government. Drawing on this wealth of experience andknowledge, he plays an appropriate role in ensuring the transparency and fairness of the decision-making
process in the Company’s Board of Directors and further strengthening its supervisory function from an
objective standpoint that is independent of management. For these reasons, we have selected Mr. Itoh asa candidate for Outside Director who is an Audit & Supervisory Committee Member again. The term ofoffice as Outside Director of Mr. Itoh will be one year and nine months upon the conclusion of thisAnnual General Meeting of Shareholders.
[Matters concerning independence]
The Company has registered Mr. Motoshige Itoh as an independent officer with Tokyo Stock ExchangeInc., as he is judged not to have any potential conflicts of interest with general shareholders according to
the criteria for the independence of independent officers as stipulated by the Tokyo Stock Exchange andthe criteria for designating independent directors as stipulated by the Company.

18

No.

Name
(Date of birth)

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

3

Number of theCompany’s
shares held

1976 Joined Nippon Telegraph and Telephone Public
Corporation (currently NIPPON TELEGRAPH AND
TELEPHONE CORPORATION (NTT))
Dec.
2000 General Manager, Kanazawa Branch of NIPPONTELEGRAPH AND TELEPHONE WEST
CORPORATION
Jun.
2006 Member of the Board of Directors, Senior Vice
President, Managing Director of Accounts andKazuto Tsubouchi
Finance Department of NTT DOCOMO, INC.
(May 2, 1952)
Jun.
2012 Member of the Board of Directors, Senior Executive
Vice President, Chief Financial Officer of NTT
0 shares(Reappointment,
DOCOMO, INC. (retired in June 2014)
Candidate forJul.
2015 President, Foundation for MultiMedia
Outside Director)
Communications (retired in June 2018)
Jun.
2018 Chairman, Information & Telecommunication
Equipment Constructor’s Association (retired in June
2020)
Jun.
2020 Director, The Shizuoka Bank, Ltd. (retired in October
2022)
Oct.
2022 Director (Audit & Supervisory Committee Member),
Shizuoka Financial Group, Inc. (to present)[Reasons for selection as a candidate for Outside Director and expected roles]
Mr. Kazuto Tsubouchi served as a Member of the Board of Directors, Senior Executive Vice President of
NTT DOCOMO, INC., and President of the Foundation for MultiMedia Communications, as well as
Chairman of the Information & Telecommunication Equipment Constructor’s Association. Drawing on
his wealth of experience and knowledge as a corporate manager, he plays an appropriate role in ensuring
the transparency and fairness of the decision-making process in the Company's Board of Directors andfurther strengthening its supervisory function from an objective standpoint that is independent ofmanagement. For these reasons, we have selected Mr. Tsubouchi as a candidate for Outside Director who
is an Audit & Supervisory Committee Member again. The term of office as Outside Director of Mr.
Tsubouchi will be one year and nine months upon the conclusion of this Annual General Meeting of
Shareholders.
[Matters concerning independence]
The Company has registered Mr. Tsubouchi as an independent officer with the Tokyo Stock Exchange, as
he is judged not to have any potential conflicts of interest with general shareholders according to thecriteria for the independence of independent officers as stipulated by the Tokyo Stock Exchange and thecriteria for designating independent directors as stipulated by the Company.

19

No.

Name
(Date of birth)

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

4

Number of theCompany’s
shares held

1983 Joined Fuji Television Network, Inc. (retired in
February 1989)
Apr.
1998 Senior Assistant Professor, Meiji University
Apr.
2003 Assistant Professor, Meiji University
Apr.
2007 Associate Professor, Meiji University
Apr.
2009 Professor, School of Information andCommunication, Meiji University (to present)
Aug. 2009 Expert Member, Liaison Conference for the
Promotion of Gender Equality, Cabinet Office(retired in August 2015)
Jun.
2011 Audit & Supervisory Board Member, Seven Bank,
Ltd. (retired in June 2019)Jun.
2014 Corporate Auditor, JX Holdings, Inc. (currently
Naomi Ushio
ENEOS Holdings, Inc.) (retired in June 2018)(March 8, 1961) Apr.
2016 Vice President, Meiji University (retired in March2020)
0 shares(Reappointment, Mar. 2018 Director, POLA ORBIS HOLDINGS INC. (toCandidate forpresent)
Outside Director) Feb.
2019 Member, 10th Central Council for Education,
Ministry of Education, Culture, Sports, Science andTechnology (retired in February 2021)
Jun.
2019 Audit & Supervisory Board Member, The Shizuoka
Bank, Ltd. (retired in October 2022)
Jun.
2020 Corporate Auditor, Hagoromo Foods Corporation (topresent)Jun.
2021 Director, The Dai-ichi Life Insurance Company,
Limited (to present)Oct.
2022 Director (Audit & Supervisory Committee Member),
Shizuoka Financial Group, Inc. (to present)(Significant concurrent positions)
Professor, School of Information and Communication, Meiji
University[Reasons for selection as a candidate for Outside Director and expected roles]
As a university professor, Ms. Naomi Ushio specializes in business administration and human resourcesmanagement theories, is addressing the issue of enabling working women to make use of their abilities,
and has experience as outside director or outside audit & supervisory board member of other listedcompanies. She also has experience of serving in roles that are public in nature, such as Expert Memberof the Liaison Conference for the Promotion of Gender Equality of the Cabinet Office. Drawing on thiswealth of experience and knowledge, she plays an appropriate role in ensuring the transparency andfairness of the decision-making process in the Company’s Board of Directors and further strengthening
its supervisory function from an objective standpoint that is independent of management. For thesereasons, we have selected Ms. Ushio as a candidate for Outside Director who is an Audit & Supervisory
Committee Member again. The term of office as Outside Director of Ms. Ushio will be one year and ninemonths upon the conclusion of this Annual General Meeting of Shareholders.
[Matters concerning independence]
The Company has registered Ms. Ushio as an independent officer with the Tokyo Stock Exchange, as she
is judged not to have any potential conflicts of interest with general shareholders according to the criteria
for the independence of independent officers as stipulated by the Tokyo Stock Exchange and the criteria
for designating independent directors as stipulated by the Company.

20

Notes:1. No special interest exists between any of the candidates for Director and the Company.
2. Mr. Motoshige Itoh, Mr. Kazuto Tsubouchi and Ms. Naomi Ushio are candidates for Outside Director.
3. Mr. Motoshige Itoh and Ms. Naomi Ushio have no experience of involvement in corporate management other thanin their roles as outside officers. However, as described in “Reasons for selection as a candidate for Outside
Director and expected roles” above, the Company judges that they can appropriately fulfill their duties as Outside
Directors who are Audit & Supervisory Committee Members of the Company.
4. Limited liability agreements with Outside Directors
In order to ensure that the Company is able to secure suitable individuals as its Outside Directors, the Company has
established a provision concerning limited liability agreements with the Outside Directors in the current Articles ofIncorporation. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has
concluded agreements (hereinafter referred to as the “limited liability agreements”) with Mr. Motoshige Itoh, Mr.
Kazuto Tsubouchi and Ms. Naomi Ushio to limit their liability provided for in Article 423, Paragraph 1 of theCompanies Act and the agreements are to be continued when they are re-elected as Outside Directors of theCompany. The limitation of liability under the agreement shall be the minimum liability amount provided in Article
425, Paragraph 1 of the same Act.
5. Directors and Officers Liability Insurance Contract
The Company has entered into a directors and officers liability insurance (“D&O Insurance”) contract as stipulated
in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The D&O Insurance covers
damage, etc. (excluding damage, etc. applicable to exemptions contractually stipulated in the D&O Insurance) that
may arise when directors assume liability for the execution of their duties. The insurance premiums of the D&O
Insurance are fully borne by the Company. If the candidates are elected and assume office as Director, any of themwill be insured under the D&O Insurance. The contract period of the D&O Insurance is set at one year. The
Company plans to renew the insurance before it reaches its maturity during the candidates’ terms of office, in
accordance with the resolution of the Board of Directors.
<Reference>
The criteria for designating independent directors stipulated by the Company are found below the table describing“Status of Major Activities of Outside Directors” in 3. (2) of the Business Report.

21

[Reference]
Areas in which Directors are particularly expected to fulfill their roles at the Board of Directors
Under its flexible and strong governance framework that provides a ground for continuous growth, theCompany aims not only to strengthen the Group’s management and provide sound finance intermediation
functions to local and other communities but also to develop new businesses that will contribute to the growthof local communities.
The Board of Directors assumes the mission of supervising the entire Group’s business execution based on
the Group’s wide variety of expertise and linking the Group’s business to the continuous growth of the Groupand its stakeholders. With an eye on its aim described above, the Board of Directors secures its appropriatebalance as a whole, including in terms of its size, through the fulfillment by each Director of his/her roles
from the viewpoints of “management,” “society and economy,” and “business” based on his/her own
knowledge backed by his/her professional background and other attributes.
Management

Katsunori Nakanishi(Chairman (Representative
Director))Society and economy

Financeintermediation
functions

New businesses(businessdevelopment andbusiness mix)

●

●

●

●

●

●

●

●

●

●

●

Supervision ofmanagement as alisted company

Steering of acomprehensive
financial group

Vision for local
communities andeconomies●●

Hisashi Shibata(President (Representative
Director))

Minoru Yagi
(Director & Executive
Officer)

Yutaka Fukushima(Director & Executive
Officer)

Kumi Fujisawa(Outside Director)

Kazutoshi Inano(Outside Director)●●

Business●●

Responding tosocial changes●●

Innovation

●

●

●

●

●

Koichi Kiyokawa(Director (Audit &Supervisory Committee
Member))Motoshige Itoh
(Outside Director (Audit& Supervisory
Committee Member))●●

Environment

Kazuto Tsubouchi(Outside Director (Audit& Supervisory
Committee Member))

●

●

IT

Naomi Ushio(Outside Director (Audit& Supervisory
Committee Member))Notes:●●●

Diversity

1. They are all candidates for Director proposed for election under the proposals of this Annual General Meeting of
Shareholders.
2. Current positions in the Company are enclosed in parentheses.

22

The Business Report for the Company’s 2nd Fiscal Year
[Reference] Measures to Reduce Strategic Shareholdings
Pursuant to General Rule 1-4 of the Corporate Governance Code, the Company has disclosed the following
information on its strategic shareholdings under the heading “Policy on, and Verification of the Significanceand Economic Rationality of, Strategic Shareholdings” in the annual securities report.
The Company’s basic policy on strategic shareholdings is to reduce them. The Company will only maintainthose shareholdings deemed meaningful from the perspectives of “business investment,” “strengthening
business relationships,” and “contribution to the regional economy.”
The Company determines, under the supervision of the Board of Directors, its policy on strategic
shareholdings based on profitability, the status of share prices, etc. and by considering, in the business planfor each year, the appropriateness of the purposes of these shareholdings, their benefits, and profitability frominvestment in them, among other things.
The significance and economic rationality of strategic shareholdings are verified based on certain indices thattake into account capital cost, etc. In cases where a strategic shareholder of the Company expresses its
intention to sell its shares of the Company, the Company accepts the intention in principle without
discouraging the intended sale.
Based on the basic policy to reduce strategic shareholdings, the Company has reduced these shareholdings
as shown below. The Company intends to continue to reduce strategic shareholdings in accordance with thespirit of the Corporate Governance Code.
(1) Changes in Strategic Shareholdings*Upper column: total number; lower column [in parentheses]: listed shares (of the total number given in
the upper column)
End of March 2021 End of March 2022 End of March 2023 End of March 2024
285
277
267
259
Number of stock names
[147]
[139]
[130]
[125]
Amount recorded in
425.8
391.0
456.1
490.4
balance sheet[420.8][385.9][449.3][483.6](Unit: Billions of Yen)
Acquisition cost basis

100.5

93.3

(Unit: Billions of Yen)
[93.8][86.5](Notes) 1. Changes in the amount recorded in balance sheet include the following fluctuations in market share prices.
[End of March 2021→End of March 2022] ¥34.7 billion decrease in amount recorded in balance sheet (including¥29.6 billion decrease caused by fluctuations in market share prices)[End of March 2022→End of March 2023] ¥65.0 billion increase in amount recorded in balance sheet (including¥77.4 billion increase caused by fluctuations in market share prices)[End of March 2023→End of March 2024] ¥34.3 billion increase in amount recorded in balance sheet (including¥73.3 billion increase caused by fluctuations in market share prices)
2. The term through the end of March 2022 is the period prior to establishment of the Company through a sole-sharetransfer of The Shizuoka Bank, Ltd., and the strategic shareholdings held by the bank are listed. Even after the endof March 2023, strategic shareholdings held by the bank are listed rather than strategic shareholdings held by theCompany.

(2) Strategic Shareholding Reduction Targets in the 1st Medium-term Business Plan
The Company has set the following targets for reducing strategic shareholdings in the 1st Medium-term
Business Plan (“MBP”), the planning period of which extends from fiscal 2023 to fiscal 2027, and intends toutilize capital earned on the sale of strategic shareholdings for strategic investment in digital transformation,
human capital, new business, and other initiatives.
* The initial MBP target of
End of March 2023
End of March 2024
End of March 2028
reducing strategic(Actual)(Actual)[Final year of MBP]
shareholdings to ¥87.0 billion[Start of MBP]
[First year of MBP]
will be moved up two years sothat it will be achieved by the
267 stock names
259 stock names
200 stock names
end of March 2026 and the→→¥100.5 billion¥93.3 billion¥87.0 billion*
Company will strive to makefurther reductions.
(Notes) 1. Amounts are based on the acquisition cost.
2. There are no strategic shareholdings held by the Company in the first place, and the strategic shareholdings
held by The Shizuoka Bank, Ltd. are listed.

23