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: 8355)
May 29, 2017
To Shareholders with Voting Rights:
Katsunori Nakanishi
President & Chief Executive
Officer
The Shizuoka Bank, Ltd.
10, Gofukucho 1-chome, Aoi-ku,
Shizuoka City, Shizuoka, JapanNOTICE OF CONVOCATION OF
THE 111TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 111th Annual General Meeting of Shareholders of the Shizuoka 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 by submitting the
Voting Rights Exercise Form, or via the Internet, etc. Please review the Reference Documents for the General
Meeting of Shareholders (described hereinafter) and exercise your voting rights by referring to the Guide for
Exercise of Voting Rights (pages 3-4).
1. Date and Time:
2. Place:

Friday, June 16, 2017 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 Non-consolidated Financial Statements for the
Bank’s 111th Fiscal Year (from April 1, 2016 to March 31, 2017)
2. Consolidated Financial Statements for the Bank’s 111th Fiscal Year (from
April 1, 2016 to March 31, 2017) and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Ten (10) Directors

1Matters disclosed on the Internetz Of the documents required to be appended to this Notice of Convocation as attachments, items 1) to 3)
below have been posted on the Bank’s website according to laws and regulations and Article 16 of the
Articles of Incorporation of the Bank, and are therefore not included in the attached documents.
1) “Matters concerning Subscription Rights to Shares,” “Matters concerning Specified Wholly
Owned Subsidiaries,” “Matters concerning Transactions with the Parent etc.,” “Mattersconcerning the Accounting Advisor,” and “Other” as part of the Business Report
2) “Non-consolidated Statement of Changes in Net Assets” and the “Notes to the Non-consolidated
Financial Statements” as part of Non-consolidated Financial Statements
3) “Consolidated Statement of Changes in Net Assets” and the “Notes to the Consolidated Financial
Statements” as part of Consolidated Financial Statements
The business report, the non-consolidated financial statements, and the consolidated financial statements
audited by the Audit & Supervisory Board include not only the Business Report, the Non-consolidated
Financial Statements, and the Consolidated Financial Statement provided as attached documents of thisNotice of Convocation but also the above 1) to 3).
The non-consolidated financial statements and the consolidated financial statements audited by the
Accounting Auditor include not only the Non-consolidated Financial Statements and the Consolidated
Financial Statement provided as attached documents of this Notice of Convocation but also the above 2)
and 3).
z Any updates to the Reference Documents, the Business Report, the Non-consolidated Financial Statements,
and the Consolidated Financial Statements for the General Meeting of Shareholders will be posted on the
Bank’s website.
Bank’s website: http://www.shizuokabank.co.jp/
Guide for Convocationz When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception deskon the day of the meeting for confirmation.
You are also kindly requested to bring this Notice of Convocation, to save resources.
z 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.
z 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.

2Guide for Exercise of Voting Rights
Please exercise your voting rights by one of the following methods.
If you are able to attend the meeting
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Date and time: Friday, June 16, 2017 at 10:00 a.m. Japan standard time
If you are unable to attend 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 15, 2017 Japan standard time (time of receipt)*If there is no indication of your vote for or against each proposal, the Bank will deem that you have voted
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
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 Bank’s designated website for the exercise of voting rights (http://www.e-sokai.jp),
follow the on-screen instructions, and exercise your voting rights.
Deadline: Thursday, June 15, 2017 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.

3

Guide for Exercise of Voting Rights via the Internet
Step 1
Access the website for the exercise of voting rights.
http://www.e-sokai.jp* If you have a mobile phone with barcode-reading functions, you can access the exclusive
website for the exercise of voting rights by scanning the “QR Code®” shown at the right.
For instructions, please see the owner’s manual or operating instructions for your mobile phone.
(“QR Code” is a registered trademark of DENSO WAVE INCORPORATED.)

Step 2
Read “Guide for Exercise of Voting Rights via the Internet” and click “Proceed.”
Step 3Enter the “proxy code” noted on the enclosed Voting Rights Exercise Form and click “Log in.”
Step 4Enter the “password” noted on the enclosed Voting Rights Exercise Form and click “Proceed.”
Step 5
Follow the instructions on screen and indicate your vote for or against each proposal.
[Notes]z All the cost for using the website for the exercise of voting rights, including the provider fee andcommunication charges, shall be borne by shareholders.
z 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.
z If you exercise your voting rights via the Internet etc. more than once, only your last vote will bedeemed as valid.
Platform for the Electronic Exercise of Voting Rights
Management trust banks and other nominee shareholders (including standing proxies) are able to use theElectronic Voting Platform for Institutional Investors managed by ICJ Inc. when applied in advance for useof the Platform.
《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. on business days (including Saturdays,
Sundays, and national holidays).

4

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 maintains the basic policy of distributing dividends
to shareholders steadily while paying attention to the internal reserve to enhance the management quality.
1. Matters concerning year-end dividends of surplus
With due consideration given to the business results and current management environment, the Bank
proposes to pay a year-end dividend for the fiscal year ended March 31, 2017 as follows.
(1) Type of property dividend
Cash(2) Allotment of property dividend to shareholders and the total amount10.00 yen per share of common stock of the Bank, for a total of 6,037,688,250 yen
As 10.00 yen per share was paid as an interim dividend, the total amount of annual dividends willbe 20.00 yen per share for the fiscal year ended March 31, 2017.
(3) Effective date of distribution of surplus
June 19, 2017
2. Other matters concerning appropriation of surplus(1) Item and the amount of surplus to be increased
Special reserve
5,000,000,000 yen(2) Item and the amount of surplus to be decreased
Retained earnings brought forward 5,000,000,000 yen

5Proposal No. 2: Election of Ten (10) Directors
The terms of office of all ten (10) Directors will expire at the conclusion of this Annual General Meetingof Shareholders. Accordingly, the election of ten (10) Directors is proposed.
The candidates are as follows:
Candidates for Directors
No.
1
2
3
4
5
6
7
8
9

10

Reappointment
Reappointment
Reappointment
Reappointment
Reappointment
New appointment
New appointment
Reappointment
Reappointment
Candidate for
Outside Director
Reappointment
Candidate for
Outside Director

Name
Katsunori Nakanishi
Hisashi Shibata
Hirotoshi Sugimoto
Minoru Yagi
Yoshihiro Nagasawa
Hidehito Iio
Mitsuru Kobayashi
Masahiro Goto
Kumi Fujisawa

Present position at the Bank
President & Chief Executive Officer
Director & Senior Executive Officer
Director & Senior Executive Officer
Director & Senior Executive Officer
Director & Senior Executive Officer
Senior Executive Officer
Executive Officer
Director
Outside Director

Kazuyasu Kato

Outside Director

6

No.

Name
(Date of birth)

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

1

1976
1998
1999
1999

Number of theBank’s shares
held

Joined the Bank
Deputy General Manager of Personnel Dept.
Senior General Manager of Personnel Dept.
Senior General Manager of Corporate
Administration Dept.
2001 Director & Executive Officer, General Manager of
Katsunori Nakanishi Jun.
Corporate Planning Dept.
58,300 shares(June 15, 1953)(Reappointment) Jun.
2003 Director & Senior Executive Officer
Apr.
2005 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge ofplanning and administrationJun.
2005 President & Chief Executive Officer (to present)
Mar. 2017 Director, Shizuoka Gas Co., Ltd. (to present)[Reasons for selection as a candidate for Director]
Mr. Katsunori Nakanishi has experience and extensive knowledge necessary for management of a bank.
His previous positions included General Manager of Corporate Administration Dept. and General
Manager of Corporate Planning Dept. Serving as the Bank’s President & Chief Executive Officer sinceJune 2005, he has long been responsible for the Bank’s management and fulfilling his role, including indecision-making on important management matters and supervision of business execution. Thus, weselected Mr. Nakanishi as a candidate for Director again.

7

No.

Name
(Date of birth)

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

Number of theBank’s shares
held1986 Joined the Bank
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.
Jun.
2005 General Manager of Corporate Planning Group,
Corporate Planning Dept.
Jun.
2009 Senior General Manager of Corporate Planning
Dept.
Apr.
2011 Senior General Manager of Gofukucho BranchJun.
2011 Executive Officer, General Manager of Gofukucho
BranchJun.
2012 Senior Executive Officer, Deputy General Manager
of Banking Division in charge of securities andinternational business, General Manager ofMetropolitan Business Unit and General Manager
Hisashi Shibata
10,000 shares
2 (November 18, 1963)of Tokyo Branch(Reappointment) Apr.
2013 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
BranchOct.
2013 Senior Executive Officer, Deputy General Manager
of Banking Division in charge of Metropolitan
Division, General Manager of Metropolitan
Business Unit, General Manager of Tokyo OfficeJun.
2014 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofcreditJun.
2016 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge ofcorporate planning and corporate administration,and in charge of Corporate Planning Dept. andCorporate Administration Dept. (to present)[Reasons for selection as a candidate for Director]
Mr. Hisashi Shibata has a wealth of business experience and is well versed in banking operations. His
previous positions included General Manager of Gofukucho Branch, General Manager of Metropolitan
Business Unit, and General Manager of Tokyo Office. Serving as the Bank’s Director since June 2014, hehas been fulfilling his role, including in decision-making on important management matters andsupervision of business execution. Thus, we selected Mr. Shibata as a candidate for Director again.

8

No.

Name
(Date of birth)

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

3

Number of theBank’s shares
held1980 Joined the Bank
1997 Deputy General Manager of Business Promotion
Division in charge of Branch Offices
Dec. 1998 General Manager of Nagoyanaruko BranchOct.
1999 Deputy General Manager of Western Area Business
Unit
Nov. 1999 General Manager of Tenmacho Branch
Apr.
2002 Senior Deputy General Manager of Fujichuo
BranchJun.
2003 General Manager of Fujisawa Branch
Apr.
2005 General Manager of Western Area Business Unit incharge of sales and marketingJun.
2006 General Manager of Yamashita BranchJun.
2008 General Manager of Hamamatsuchuo Branch
Hirotoshi Sugimoto Jun.
2009 General Manager of Business Promotion Dept.
7,000 shares(June 27, 1957)
Jan.
2010
Senior General Manager of Business Promotion(Reappointment)
Dept.
Apr.
2010 Executive Officer and General Manager ofHamamatsu OfficeJun.
2013 Senior Executive Officer of Western Area Business
Unit
Jun.
2015 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofsales, marketing and operations
Jun.
2016 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofsales and marketing, General Manager ofMetropolitan Business Unit, and in charge ofBusiness Promotion Dept., Corporate Banking
Dept., and Personal Banking Dept. (to present)[Reasons for selection as a candidate for Director]
Mr. Hirotoshi Sugimoto has a wealth of business experience and is well versed in banking operations.
His previous positions included General Manager of Hamamatsu Office and Senior Executive Officer ofWestern Area Business Unit. Serving as the Bank’s Director since June 2015, he has been fulfilling hisrole, including in decision-making on important management matters and supervision of businessexecution. Thus, we selected Mr. Sugimoto as a candidate for Director again.

9

No.

Name
(Date of birth)

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

4

Number of theBank’s shares
held1987 Joined the Bank
2003 Dispatched to Shizugin Management Consulting
Co., Ltd. as Deputy General Manager
Jun.
2004 General Manager of Human Resources
Development Group, Corporate Administration
Dept.
Jun.
2008 General Manager of Shintori BranchJan.
2010 General Manager of Yaizu Branch
Apr.
2011
Senior General Manager of Corporate Planning
Minoru Yagi
Dept.
12,000 shares(May 7, 1963)
Jun.
2012
Executive
Officer, General Manager of Corporate(Reappointment)
Planning Dept.
Jun.
2014 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge ofcorporate planning and corporate administrationJun.
2016 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofcredit, and in charge of Credit Dept. and BusinessSupport Dept. (to present)[Reasons for selection as a candidate for Director]
Mr. Minoru Yagi has a wealth of business experience and is well versed in banking operations. His
previous positions included General Manager of Yaizu Branch and General Manager of Corporate
Planning Dept. Serving as the Bank’s Director since June 2014, he has been fulfilling his role, including
in decision-making on important management matters and supervision of business execution. Thus, weselected Mr. Yagi as a candidate for Director again.

10

No.

Name
(Date of birth)

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

1980
1996
1997
1999
2002
2004
2005
2007
2010

Number of theBank’s shares
held

Joined the Bank
Deputy General Manager of Fujichuo Branch
General Manager of Shizuhata Branch
General Manager of Research Group, Credit Dept.
Deputy General Manager of Head Office
General Manager of Mishima Branch
Senior General Manager of Mishima Branch
Senior General Manager of Credit Dept.
Executive Officer, General Manager of Credit
Yoshihiro Nagasawa
Dept.
5 (November 30, 1956) Jun.
2011 Executive Officer, General Manager of Head Office 12,000 shares(Reappointment) Jun.
2013 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofcreditJun.
2014 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge ofrisk management and complianceJun.
2015 Director & Senior Executive Officer, General
Manager of Corporate Center in charge of Risk
Management Dept. and Compliance Dept. (topresent)[Reasons for selection as a candidate for Director]
Mr. Yoshihiro Nagasawa has a wealth of business experience and is well versed in banking operations.
His previous positions included General Manager of Credit Dept. and General Manager of Head Office.
Serving as the Bank’s Director since June 2013, he has been fulfilling his role, including indecision-making on important management matters and supervision of business execution. Thus, weselected Mr. Nagasawa as a candidate for Director again.

11

No.

Name
(Date of birth)

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

Number of theBank’s shares
held1980 Joined the Bank
1997 Deputy General Manager of Hamamatsu Branch1998 General Manager of Hamamatsunishi Branch2000 Dispatched to Shizugin General Service Co., Ltd. as
Deputy General Manager
Jun.
2002 Senior Deputy General Manager of Nagoya BranchMay
2003 General Manager of Audit Group, Audit Dept.
Jun.
2004 General Manager of System Planning Group, Operation
Planning Dept.
Oct.
2004 General Manager of System Risk Group, Operation
Planning Dept.
Apr.
2005 General Manager of Operational Risk Management
Hidehito Iio
Group, Risk Management Dept.
6 (November 10, 1957) Jun.
20,000 shares2005 General Manager of Operations Planning Dept.
(New appointment) Jun.
2008 Senior General Manager of Operations Planning Dept.
Oct.
2009 Joint General Manager of Corporate Planning Dept.
Representative Director & Senior Managing Executive
Officer, Shizuoka Computer Service Co., Ltd. (currently
Shizugin Computer Service Co., Ltd. )Jun.
2010 Director & Executive Officer in charge of IT OperationJun.
2012 President and Representative Director, Shizuoka
Computer Service Co., Ltd. (currently Shizugin
Computer Service Co., Ltd. )Apr.
2015 Senior Executive Officer in charge of Next-Generation
System PlanningOct.
2015 Senior Executive Officer in charge of systems, Deputy
General Manager of Corporate Center (to present)[Reasons for selection as a candidate for Director]
Mr. Hidehito Iio has a wealth of business experience and is well versed in banking operations. His
previous positions included Director of the Bank and Representative Director of Shizuoka Computer
Service Co., Ltd. (currently Shizugin Computer Service Co., Ltd. ). He has been serving as the Bank’s
Senior Executive Officer (in charge of Next-Generation System Planning Dept.) since April 2015. Inview of his achievements so far, we judge that Mr. Iio is a suitable person to be in charge of the Bank’s
management, and thus we selected him as a new candidate for Director.

12

No.

Name
(Date of birth)

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

7

Number of theBank’s shares
held1981 Joined the Bank
1998 Deputy General Manager, Personnel Dept.
1999 Deputy General Manager of Human Resources
Development Group, Corporate Administration Dept.
Dec.
2001
GeneralManager of Human Resources Development
Mitsuru Kobayashi
Group, Corporate Administration Dept.
13,000 shares(October 5, 1958)
Oct.
2002 General Manager of Oimachi Branch(New appointment)
Jun.
2005 General Manager of Fujiedaeki BranchApr.
2007 General Manager of Compliance Dept.
Jun.
2012 Senior General Manager of Audit Dept.
Jun.
2016 Executive Officer, General Manager of Audit Dept. (topresent)[Reasons for selection as a candidate for Director]
Mr. Mitsuru Kobayashi has a wealth of business experience and is well versed in banking operations. His
previous positions included General Manager of Compliance Dept. and General Manager of Audit Dept.
He has been serving as the Bank’s Executive Officer since June 2016. In view of his achievements so far,
we judge that Mr. Kobayashi is a suitable person to be in charge of the Bank’s management, and thus weselected him as a new candidate for Director.

13

No.

Name
(Date of birth)

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

8

1976
2000
2000
2002

Number of theBank’s shares
held

Joined the Bank
Senior General Manager of Atami Branch
Senior General Manager of Fujichuo Branch
Executive Officer, General Manager of Numazu
BranchJun.
2003 Senior Executive Officer, Eastern Area Business
Unit
Jun.
2005 Senior Executive Officer, Central Area Business Unit
Apr.
2007 Senior Executive Officer, Deputy General Manager
of Banking Division in charge of sales andmarketingJun.
2007 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofadministrationJun.
2008 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofsales and marketingJun.
2010 Director & Senior Managing Executive Officer,
Masahiro Goto
General Manager of Banking Division
55,508 shares(July 7, 1952)
Jun.
2012 Deputy President & Chief Operating Officer,(Reappointment)
General Manager of Banking Division, in charge of
special assignment on cross-organizational
challenges
Jun.
2014 Deputy President & Chief Operating Officer,
General Manager of Corporate Center, in charge of
special assignment on cross-organizational
challenges
Jun.
2015 Director, member of Committee of Administrative
Supervision (to present)
Chairman and Representative Director of Shizugin
Business Create Co., Ltd. (to present)
Chairman and Representative Director of Shizugin
General Service Co., Ltd. (to present)[Significant concurrent positions]
Chairman and Representative Director of Shizugin Business
Create Co., Ltd.
Chairman and Representative Director of Shizugin General
Service Co., Ltd.
[Reasons for selection as a candidate for Director]
Mr. Masahiro Goto previously served as the Bank’s Deputy President and now serves as Chairman and
Representative Director of Group companies. Based on his wealth of experience and insight, he provides
advice and suggestions and has been fulfilling his role, including in decision-making on importantmanagement matters and supervision of business execution. Thus, we selected Mr. Goto as a candidate
for Director again.

14

No.

Name
(Date of birth)

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

9

Number of theBank’s shares
held1995 Established IFIS Limited
Representative Director of the same (retired in July
1999)
Jun.
2004 Executive Director, The Investment Trusts
Association, Japan (to present)
Nov. 2004 Director, SophiaBank Limited
Apr.
2005 Visiting Professor, Hosei University Graduate
School (retired in March 2015)
Jun.
2006 Audit & Supervisory Board Member, Trenders Inc.
(retired in June 2010)
Jul.
2006 Director, Symmetry Japan Inc. (retired in March
2015)
Jun.
2011
Public Governor, Japan Securities Dealers
Kumi Fujisawa
Association (to present)(March 15, 1967)2012 Director, Incorporated Organization for Supporting0 shares(Reappointment, Feb.
Candidate for
the Turnaround of Businesses Damaged by theOutside Director)
Great East Japan Earthquake (retired in June 2016)
Jun.
2013 Director of the Bank, member of Committee of
Administrative Supervision (to present)
Audit & Supervisory Board Member, Music
Securities, Inc. (retired in June 2015)
Aug. 2013 President, SophiaBank Limited (to present)Jun.
2014 Director, Toyota Tsusho Corporation (to present)
Director, SCINEX CORPORATION (retired inJune 2016)
Jul.
2014 Director, MONEY DESIGN Co., Ltd. (to present)May
2016 Director, Creek and River Co., Ltd. (to present)(Significant concurrent positions)
President, SophiaBank Limited[Reasons for selection as a candidate for Outside Director]
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 is currently serving as
its representative director. She has served in various public positions, including as a committee memberof the Financial System Council of the Financial Services Agency. Based on her wealth of experienceand knowledge, she has vigorously stated her views and opinions and provided advice and suggestions at
meetings of the Board of Directors. As she has been fulfilling her role as the Bank’s Outside Director,
including in decision-making on important management matters and supervision of business execution,
we selected her as a candidate for Outside Director. The term of office as Outside Director of Ms. Kumi
Fujisawa will be four years upon the conclusion of this Annual General Meeting of Shareholders.
[Matters concerning independence]
The Bank has registered Ms. Kumi Fujisawa as an independent officer with Tokyo Stock Exchange Inc.
(hereinafter referred to as 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 ofindependent officers as stipulated by the Tokyo Stock Exchange and the criteria for designating
independent directors as stipulated by the Bank.

15

No.

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

Kazuyasu Kato
Apr.
(November 24, 1944)
10(Reappointment,
Mar.
Candidate for
Outside Director) Jul.
Mar.
Mar.
Mar.
Jun.

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held1968 Joined Kirin Brewery Company, Limited
2000 Director of the Board, Kirin Brewery Company,
Limited2003 Senior Executive Officer of Kirin Brewery
Company, Limited
2004 Senior Director of the Board and Senior Executive
Officer of Kirin Brewery Company, Limited
2006 President and CEO of Kirin Brewery Company,
Limited2007 President and CEO of Kirin Holdings Co., Ltd.
2010 Chairman of the Board of Kirin Holdings Co., Ltd.
2012 Advisor of Kirin Holdings Co., Ltd.
2015 Special Advisor of Kirin Holdings Co., Ltd. (topresent)

4,000 shares2015 Director of the Bank, member of Committee of
Administrative Supervision (to present)[Reasons for selection as a candidate for Outside Director]
Mr. Kazuyasu Kato served as the President and CEO of Kirin Holdings Co., Ltd. and has a wealth ofexperience and knowledge as a corporate manager. Based on his experience and knowledge, he has
vigorously stated his views and opinions and provided advice and suggestions at meetings of the Boardof Directors. As he has been fulfilling his role as the Bank’s Outside Director, including indecision-making on important management matters and supervision of business execution, we selected
him as a candidate for Outside Director. The term of office as Outside Director of Mr. Kazuyasu Kato
will be two years upon the conclusion of this Annual General Meeting of Shareholders.
[Matters concerning independence]
The Bank has registered Mr. Kazuyasu Kato as an independent officer with Tokyo Stock Exchange Inc.
(hereinafter referred to as 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 ofindependent officers as stipulated by the Tokyo Stock Exchange and the criteria for designating
independent directors as stipulated by the Bank.
(Notes) 1. No special interest exists between any of the candidates for Director and the Bank.
2. Ms. Kumi Fujisawa and Mr. Kazuyasu Kato are candidates for Outside Director.
3. Limited liability agreements with Outside Directors
In order to ensure that the Bank is able to secure suitable individuals as its Outside Directors, the Bank 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 Bank has
concluded agreements (hereinafter referred to as the “limited liability agreements”) with Ms. Kumi Fujisawa and
Mr. Kazuyasu Kato 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 Bank. The limitation of
liability under the agreement shall be the minimum liability amount provided in Article 425, paragraph 1 of theCompanies Act.
4. There are no matters other than those stated above that should be included in the proposals concerning the electionof directors as stipulated by Article 74 of the Ordinance for Enforcement of the Companies Act of Japan.
5. With regard to Ms. Kumi Fujisawa, the candidate for Outside Director, the name “Kumi Fujisawa” is used for
professional purpose only, and stated above as such due to its high recognition to the public, whereas her name inthe domiciliary register is Kumi Tsunoda.

16