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)
June 1, 2020
To Shareholders with Voting Rights:
Hisashi Shibata
President
The Shizuoka Bank, Ltd.
10, Gofukucho 1-chome, Aoi-ku,
Shizuoka City, Shizuoka, JapanNOTICE OF CONVOCATION OF
THE 114TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We wish to inform you that the 114th Annual General Meeting of Shareholders of the Shizuoka Bank, Ltd.
(the “Bank”) will be held as described below.
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 3-5).
1. Date and Time:
2. Place:

Friday, June 19, 2020 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 114th Fiscal Year (from April 1, 2019 to March 31, 2020)
2. Consolidated Financial Statements for the Bank’s 114th Fiscal Year (from
April 1, 2019 to March 31, 2020) and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors
Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
Proposal No. 4: Determination of Compensation for Directors to Grant Shares with Restriction
on Transfer
Proposal No. 5: Revision of the Amount of Performance-linked Compensation for Directors

1Matters disclosed on the Internet
 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,” “Basic Policy Relating to Persons who
Control Decision-making over the Financial and Business Policies of the Bank,” “Systems to
Ensure Appropriateness of Operations,” “Matters concerning Specified Wholly Owned
Subsidiaries,” “Matters concerning Transactions with the Parent etc.,” “Matters concerning 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).
 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: https://www.shizuokabank.co.jp/
Guide for Convocation
 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.
 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.

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 19, 2020 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 18, 2020 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.
Proposals 1, 4 and 5
If “for,” please circle “For.”If “against,” please circle “Against.”
Proposals 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 Bank’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 18, 2020 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 takenecessary 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 the cost 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. on business days (including Saturdays,
Sundays, and national 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 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, 2020 as follows.
(1) Type of property dividend
Cash(2) Allotment of property dividend to shareholders and the total amount11.00 yen per share of common stock of the Bank, for a total of 6,312,928,017 yen
As 11.00 yen per share was paid as an interim dividend, the total amount of annual dividends willbe 22.00 yen per share for the fiscal year ended March 31, 2020.
(3) Effective date of distribution of surplus
June 22, 2020
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

6Proposal No. 2: Election of Nine (9) 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 nine (9) Directors is proposed.
The candidates are as follows:
Candidates for DirectorNo.
1

Reappointment

Name
Katsunori Nakanishi

2

Reappointment

Hisashi Shibata

3
4
5
6
7

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

Minoru Yagi
Hidehito Iio
Koichi Kiyokawa
Yoshihiro Nagasawa
Kumi Fujisawa

Present position at the Bank
Chairman & CEO(Representative Director)
responsible for chief executive functions
President(Representative Director)
responsible for chief operating functions(COO)
Director & Senior Managing Executive Officer
Director & Senior Executive Officer
Executive Officer
Director & Senior Executive Officer
Outside Director

Motoshige Itoh

Outside Director

89Kazuto Tsubouchi

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 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.
Jun.
2001 Director & Executive Officer, General Manager of
Katsunori Nakanishi
Corporate Planning Dept.
(June 15, 1953)
Jun.
2003 Director & Senior Executive Officer
60,000 shares
Apr.
2005 Director & Senior Executive Officer, Deputy(Reappointment)
General Manager of Corporate Center in charge ofplanning and administrationJun.
2005 President & Chief Executive Officer
Mar. 2017 Director, Shizuoka Gas Co., Ltd. (to present)Jun.
2017 Chairman & CEO (to present)
Director, Shizuoka Railway 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. Having served as the Bank’s President & Chief Executive Officer
from June 2005 and serving as the Bank’s Chairman & CEO since June 2017, he has long been
responsible for the Bank’s management and fulfilling his role, including in decision-making on importantmanagement matters and supervision of business execution. Thus, we selected Mr. Nakanishi as a
candidate for Director again.

8

No.

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

Jun.
Jun.
Apr.
Jun.
Jun.

2

Hisashi Shibata(November 18, 1963)(Reappointment)

Apr.

Oct.

Jun.

Jun.

Jun.

Brief personal history, positions, responsibilities andsignificant concurrent positions

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.
2005 General Manager of Corporate Planning Group,
Corporate Planning Dept.
2009 Senior General Manager of Corporate Planning
Dept.
2011 Senior General Manager of Gofukucho Branch2011 Executive Officer, General Manager of Gofukucho
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 (to present)

22,300 shares[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 President since June 2017,
he has 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.

9

No.

Name
(Date of birth)

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

3

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 BranchApr.
2011 Senior General Manager of Corporate Planning
Dept.
Jun.
2012 Executive Officer, General Manager of Corporate
Planning Dept.
Minoru Yagi
Jun.
2014
Director & Senior Executive Officer, Deputy(May 7, 1963)
General Manager of Corporate Center in charge of 21,600 shares
corporate planning and corporate administration(Reappointment)
Jun.
2016 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofcreditJun.
2017 Director & Senior Managing Executive Officer,
General Manager of Corporate CenterJun.
2019 Director & Senior Managing Executive Officer,
General Manager of Corporate Center, in charge ofCorporate Planning Dept., Corporate
Administration Dept., Secretarial Office, andInnovation Promoting Office (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.
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
Group, Risk Management Dept.
Jun.
2005 General Manager of Operations Planning Dept.
Jun.
2008 Senior General Manager of Operations Planning Dept.
Oct.
2009 Joint General Manager of Corporate Planning Dept.
Representative Director & Senior Managing Executive
Hidehito Iio
Officer, Shizuoka Computer Service Co., Ltd. (currently(November 10, 1957)
Shizugin IT Solutions Co., Ltd.)4
24,400 sharesJun.
2010 Director & Executive Officer in charge of IT Operation(Reappointment)Jun.
2012 President and Representative Director, Shizuoka
Computer Service Co., Ltd. (currently Shizugin IT
Solutions 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 CenterJun.
2017 Director & Senior Executive Officer, Deputy General
Manager of Banking Division in charge of operations,
Deputy General Manager of Corporate Center in chargeof systems
Jun.
2019 Director & Senior Executive Officer, Deputy General
Manager of Banking Division in charge of operations,
Deputy General Manager of Corporate Center in chargeof systems, and General Manager of Next-Generation
System Planning Dept., in charge of Operations
Planning Dept. and Next-Generation System Planning
Dept. (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 General Manager of Operations Planning Dept. and Representative Director of
Shizuoka Computer Service Co., Ltd. (currently Shizugin IT Solutions Co., Ltd.). He served as the
Bank’s Director for two years from June 2010. Serving as the Bank’s Director again since June 2017, hehas been fulfilling his role, including in decision-making on important management matters andsupervision of business execution. Thus, we selected Mr. Iio as a candidate for Director again.

11

No.

Name
(Date of birth)

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

5

Number of theBank’s shares
held1988 Joined the Bank
2004 Deputy General Manager of Corporate Planning Groupof 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)Koichi Kiyokawa Apr.
2010 General Manager of Fujieda Branch(March 18, 1965) Apr.
2012 Joint General Manager of Corporate Administration
24,400 shares
Dept.
(New appointment) Jun.
2012 Senior General Manager of Corporate Administration
Dept.
Jun.
2014 Executive Officer, General Manager of Corporate
Planning Dept.
Jun.
2016 Executive Officer, General Manager of Risk
Management Dept.
Jun.
2017 Executive Officer, General Manager of Shimizu BranchJun.
2019 Executive Officer, General Manager of Head Office (topresent)[Reasons for selection as a candidate for Director]
Mr. Koichi Kiyokawa has a wealth of business experience and is well versed in banking operations. His
previous positions included General Manager of Shimizu Branch and General Manager of Head Office. He
has been serving as the Bank’s Executive Officer since June 2014. In view of his achievements so far, we
judge that Mr. Kiyokawa is a suitable person to be in charge of the Bank’s management, and thus weselected him as a new candidate for Director.

12

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
Dept.
Jun.
2011 Executive Officer, General Manager of Head OfficeJun.
2013 Director & Senior Executive Officer, Deputy
General Manager of Banking Division in charge ofcreditJun.
2014
Director & Senior Executive Officer, Deputy
Yoshihiro Nagasawa
General Manager of Corporate Center in charge of(November 30, 1956)
6
16,800 sharesrisk management and complianceJun.
2015 Director & Senior Executive Officer, General(Reappointment)
Manager of Corporate CenterJun.
2017 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge ofrisk management and compliance
Apr.
2019 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge ofrisk management and compliance, General
Manager of Compliance Dept.
Jun.
2019 Director & Senior Executive Officer, Deputy
General Manager of Corporate Center in charge ofcompliance and risk management, General
Manager of Compliance and Risk Management
Dept., Compliance and Risk Management 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 Head Office and General Manager of Complianceand Risk Management Div. Serving as the Bank’s Director since June 2013, he has been fulfilling hisrole, including in decision-making on important management matters and supervision of businessexecution. Thus, we selected Mr. Nagasawa as a candidate for Director again.

13

No.

Name
(Date of birth)

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

7

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
Association (to present)Feb.
2012 Director, Incorporated Organization for Supporting
the Turnaround of Businesses Damaged by theGreat East Japan Earthquake (retired in June 2016)
Jun.
2013 Director of the Bank, member of Committee ofKumi Fujisawa
Administrative Supervision (to present)(March 15, 1967)
Audit & Supervisory Board Member, Music0 shares
Securities, Inc. (retired in June 2015)(Reappointment,
Candidate forAug. 2013 President, SophiaBank Limited (to present)
Outside Director) Jun.
2014 Director, Toyota Tsusho Corporation (to present)
Director, SCINEX CORPORATION (retired inJune 2016)
Jul.
2014 Director, MONEY DESIGN Co., Ltd. (retired inJune 2017)
May
2016 Director, Creek and River Co., Ltd. (to present)Feb.
2018 Director, CAMPFIRE, Inc. (retired in March 2019)
Mar. 2018 Director, JAPAN PROFESSIONAL FOOTBALLLEAGUE (to present)Oct.
2018 Director, Net Protections, Inc. (to present)Apr.
2019 Director, Japan Action Tank (to present)
Mar. 2020 Representative Director, Japan Global ResearchCenter (to present)
Director, JINSEKI KOGEN GAKUENINSTITUTION (to present)(Significant concurrent positions)
President, SophiaBank Limited
Representative Director, Japan Global Research Center[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 again. The term of office as Outside Director of Ms.
Kumi Fujisawa will be seven years upon the conclusion of this Annual General Meeting of Shareholders.

14[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)

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

Feb.
Jun.
Motoshige Itoh
(December 19, 1951) Apr.
8

(Reappointment,
Candidate for
Outside Director)

Jun.

Mar.

1978 Assistant Professor, Department of Economics,
University of Houston
1982 Associate Professor, Faculty of Economics, The
University of Tokyo
1993 Professor, Faculty of Economics, The University ofTokyo
1996 Professor, Graduate School of Economics, Facultyof Economics, The University of Tokyo (retired in
March 2016)2006 President, National Institute for Research
Advancement (retired in March 2014)2015 Director, East Japan Railway Company (to present)
Trustee, The Sasakawa Peace Foundation (topresent)
2016 Professor, Faculty of International Social Sciences,
Gakushuin University (to present)2016 Professor Emeritus, The University of Tokyo (topresent)
Corporate Auditor of Hagoromo Foods Corporation(to present)
Director, Chairman of Research Council, Japan
Economic Research Institute (retired in June 209)2018 Director, The Japan Foundation for the United
Nations University (to present)

Jun.

Number of theBank’s sharesheld

0 shares2018 Director of the Bank, member of Committee of
Administrative Supervision (to present)
Director, SUMITOMO CHEMICAL COMPANY,
LIMITED (to present)(Significant concurrent positions)
Professor, Faculty of International Social Sciences, Gakushuin
University[Reasons for selection as a candidate for Outside Director]
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 or an outside corporate auditor of other listedcompanies, he is well versed in corporate management in the global economy. His current positions also
include public offices such as membership of the Council on Economic and Fiscal Policy and The Tax
Commission of the Japanese government. Based on his wealth of 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 again. The term of office as Outside Director of Mr. Motoshige
Itoh will be two years upon the conclusion of this Annual General Meeting of Shareholders.
[Matters concerning independence]
The Bank has registered Mr. Motoshige Itoh 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 Bank.

16

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr.

9

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
Kazuto Tsubouchi
CORPORATION
Jun.
2006 Member of the Board of Directors, Senior Vice
(May 2, 1952)
President, Managing Director of Accounts and Finance0 shares
Department of NTT DOCOMO, INC.
(New appointment,Jun.
2012 Member of the Board of Directors, Senior Executive
Candidate forVice President, Chief Financial Officer of NTT
Outside Director)
DOCOMO, INC. (retired in June 2014)
Jul.
2015 President, Foundation for MultiMedia Communications(retired in June 2018)
Jun.
2018 Chairman, Information & Telecommunication
Equipment Constructor’s Association (to present)[Reasons for selection as a candidate for Outside Director]
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. He has a wealth ofexperience and knowledge as a corporate manager. We judge that Mr. Tsubouchi is capable of utilizing his
expertise in the Bank’s management and oversight, and thus we selected him as a new candidate for
Outside Director.
[Matters concerning independence]
Mr. Kazuto Tsubouchi 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 Bank. Thus, theBank has submitted a notification to the Tokyo Stock Exchange of its intention to designate him as anindependent officer.

(Notes) 1. No special interest exists between any of the candidates for Director and the Bank.
2. Ms. Kumi Fujisawa, Mr. Motoshige Itoh, and Mr. Kazuto Tsubouchi are candidates for Outside Director.
3. There is no possibility of competition or conflicting interest transactions (Article 356, Paragraph 1, Clause 1 and 3
and Article 365 of the Companies Act) arising between Net Protections, Inc. where Ms. Kumi Fujisawa serves as
Outside Director and the Bank.
4. Although Mr. Motoshige Itoh has no experience of involvement in corporate management other than in his role asoutside director or outside audit & supervisory board member, the Bank judges that he is capable of appropriately
fulfilling duties as an Outside Director of the Bank for the “Reasons for selection as a candidate for Outside
Director” stated above.
5. 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 andMr. Motoshige Itoh 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. When Mr. Kazuto
Tsubouchi is elected as Outside Director, the Bank intends to conclude a limited liability agreement with him. The
limitation of liability under the agreement shall be the minimum liability amount provided in Article 425,
paragraph 1 of the Companies Act.
6. 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.
7. 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.

17

Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
The term of office of Audit & Supervisory Board Member Mr. Yutaka Okoshi will expire at theconclusion of this Annual General Meeting of Shareholders and Audit & Supervisory Board Member Mr.
Kazuo Kouzuki will resign at the conclusion of this Annual General Meeting of Shareholders. Accordingly,
the election of two (2) Audit & Supervisory Board Members is proposed.
The Audit & Supervisory Board has approved this proposal in advance.
The candidates are as follows:
Candidates for Audit & Supervisory Board MemberNo.
1
2

New appointment
New appointment
Candidate for Outside Audit &Supervisory Board Member

Name
Mitsuru Kobayashi
Isamu Nakamura

18

Present position at the Bank
Director & Senior Executive Officer

No.

Name
(Date of birth)

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

1

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 General Manager of Human Resources Development
Group, Corporate Administration Dept.
Oct.
2002 General Manager of Oimachi Branch
Mitsuru Kobayashi
Jun.
2005 General Manager of Fujiedaeki Branch(October 5, 1958)
15,800 shares
Apr.
2007 General Manager of Compliance Dept.
Jun.
2012 Senior General Manager of Audit Dept.
(New appointment)
Jun.
2016 Executive Officer, General Manager of Audit Dept.
Jun.
2017 Director & Senior Executive Officer, Chairman ofCommittee of Administrative SupervisionJun.
2019 Director & Senior Executive Officer, General Manager
of Audit Dept., Chairman of Committee of
Administrative Supervision, in charge of Audit Dept. (topresent)[Reasons for selection as a candidate for Audit & Supervisory Board Member]Serving as the Bank’s Director, Mr. Mitsuru Kobayashi fulfilled his role, including in decision-making onimportant management matters and supervision of business execution. In his career as a banker, he has
been involved many years in business execution and analysis of finance and accounting of companies.
We judge that he is capable of utilizing his experience, insight and specialized knowledge in auditing of
the Bank. Thus, we selected Mr. Kobayashi as a new candidate for Audit & Supervisory Board Member.

19

No.

Name
(Date of birth)

Brief personal history, positions, andsignificant concurrent positions
Nov.

Jul.

Isamu Nakamura Jul.
(December 12, 1956)
2(New appointment, Jun.
Candidate for
Outside Audit & Jun.
Supervisory Board
Apr.
Member)Jul.

Jun.

1979 Joined Tokio Marine & Fire Insurance Co., Ltd.
(currently Tokio Marine & Nichido Fire Insurance Co.,Ltd.)
2003 General Manager of Kansai Public Finance Dept.,
Kansai Headquarters, Tokio Marine & Fire InsuranceCo., Ltd.
2010 Senior Officer, General Manager, Finance Sales
Promotion Dept., Tokio Marine & Nichido Fire
Insurance Co., Ltd.
2012 Executive Officer, General Manager, Finance Sales
Promotion Dept.
2013 Managing Executive Officer, Tokio Marine & Nichido
Fire Insurance Co., Ltd. (retired in March 2016)2016 President and Representative Director, Tokio Marine
Nichido Samuel Co., Ltd. (currently Tokio Marine
Nichido Better Life Service Co., Ltd.)2016 President & Representative Director, Tokio Marine
Nichido Better Life Service Co., Ltd. (retired in March
2020)
2018 Director, Nippon Care Supply Co., Ltd. (to present)

Number of theBank’s sharesheld

0 shares[Reasons for selection as a candidate for Outside Audit & Supervisory Board Member]
Mr. Isamu Nakamura served as Managing Executive Officer of Tokio Marine & Nichido Fire InsuranceCo., Ltd., President & Representative Director of Tokio Marine Nichido Samuel Co., Ltd., andPresident & Representative Director of Tokio Marine Nichido Better Life Service Co., Ltd. andcurrently serves as Director of Nippon Care Supply Co., Ltd. We judge that he is capable of utilizing his
wealth of experience and insight in auditing of the Bank. Thus, we selected Mr. Nakamura as a new
candidate for Outside Audit & Supervisory Board Member.
[Matters concerning independence]
Mr. Isamu Nakamura 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 Bank. Thus, theBank has submitted a notification to the Tokyo Stock Exchange of its intention to designate him as anindependent officer.
(Notes) 1. No special interest exists between any of the candidates for Audit & Supervisory Board Member and the Bank.
2. Mr. Isamu Nakamura is a candidate for Outside Audit & Supervisory Board Member.
3. Limited liability agreements with Outside Audit & Supervisory Board Members
In order to ensure that the Bank is able to secure suitable individuals as its Outside Audit & Supervisory Board
Members, the Bank has established a provision concerning limited liability agreements with the Outside Audit &Supervisory Board Members in the current Articles of Incorporation. When Mr. Isamu Nakamura is elected as
Outside Audit & Supervisory Board Member, pursuant to the provisions of Article 427, paragraph 1 of theCompanies Act, the Bank intends to conclude a limited liability agreement (hereinafter referred to as the “limited
liability agreement”) with him to limit his liability provided for in Article 423, paragraph 1 of the Companies Act.
The limitation of liability under the agreement shall be the minimum liability amount provided in Article 425,
paragraph 1 of the Companies Act.
4. There are no matters other than those stated above that should be included in the proposals concerning the electionof audit & supervisory board members as stipulated by Article 76 of the Ordinance for Enforcement of theCompanies Act of Japan.

20[Reference]
If this proposal is approved and resolved as proposed, the composition of the Audit & Supervisory Board
will be as below.
The number of the Audit & Supervisory Board Members (two full-time Audit & Supervisory Board
Members and three Outside Audit & Supervisory Board Members) will be unchanged.

Incumbent
To be newly appointed
Incumbent

Name
Hiroki Saito
Mitsuru Kobayashi
Yoshihiro Yamashita

Incumbent

Naomi Ushio

To be newly appointed

Isamu Nakamura

21

Present position at the Bank
Audit & Supervisory Board Member
Director & Senior Executive Officer
Outside Audit & Supervisory Board
MemberOutside Audit & Supervisory Board
MemberProposal No. 4: Determination of Compensation for Directors to Grant Shares with Restriction on
Transfer
Regarding the amount of remuneration, etc. for Directors of the Bank, it was approved at the 101st and109th Annual General Meetings of Shareholders held on June 26, 2007 and June 19, 2015, respectively, that
fixed monetary compensation shall be no more than 300 million yen per year, performance-linked
compensation shall not exceed 100 million yen per year, stock compensation-type stock options shall be no
more than 50 million per year, and the total number of points to be granted under the plan for Directors’
retirement benefits based on a points system linked to share price shall be no more than 50,000 points per
year (each point is worth one share).
As part of its review of the executive remuneration system, the Bank proposes to introduce newcompensation for granting shares with restriction on transfer (hereinafter referred to as “Restricted Shares”)
to full-time Directors of the Bank (excluding Outside Directors; hereinafter referred to as the “Eligible
Directors”), instead of compensation by means of granting subscription rights to shares as stockcompensation-type stock options mentioned above, for the purpose of incentivizing them to achievesustainable enhancement of the Bank’s corporate value and further facilitating sharing of value with theshareholders.
Compensation to be paid for granting Restricted Shares to the Eligible Directors based on the proposal
shall be monetary receivables (hereinafter referred to as the “Monetary Compensation Receivables”) and its
amount shall be no more than 50 million yen per year, an amount considered reasonable for theabove-mentioned purposes. The specific timing of the provision and allocation to each Eligible Director shallbe determined by the Board of Directors. However, compensation for granting Restricted Shares shall not be
paid to Outside Directors and part-time Directors.
The above-mentioned amount of compensation shall not include employee salaries payable to Directors
who are also employees.
Should Proposal No. 2 be approved and resolved as originally proposed, the number of full-time
Directors (excluding Outside Directors) to whom the system based on this proposal will be applied will be
five.
Based on the resolution of the Bank’s Board of Directors, the Eligible Directors shall make in-kind
contribution of all Monetary Compensation Receivables to be paid, and shall, in return, receive shares ofcommon stock of the Bank that will be issued or disposed of by the Bank. The total number of shares ofcommon stock of the Bank to be issued or disposed of in this way shall not exceed 50,000 shares per year.
(In the event that a stock split of common stock of the Bank (including gratis allotment of shares of common
stock of the Bank) or a reverse stock split is conducted whose effective date is on or after the date of
approval and resolution of this proposal, or in the event that any other circumstances arise that require
adjustment of the total number of shares of common stock of the Bank to be issued or disposed of as
Restricted Shares, the said total number of shares shall be reasonably adjusted.).
The amount to be paid in per share shall be the amount determined by the Board of Directors within therange that is not particularly advantageous to the Eligible Directors who will receive such shares of common
stock of the Bank, based on the closing price of shares of common stock of the Bank on the Tokyo Stock
Exchange on the business day immediately preceding the date of each resolution of the Board of Directors(or the closing price on the transaction day immediately prior thereto if no transaction is made on suchbusiness day). For the purpose of such issuance or disposal of shares of common stock of the Bank, aRestricted Share allotment agreement including the following contents (hereinafter referred to as the“Allotment Agreement”) shall be concluded between the Bank and each Eligible Director.
(1) Transfer restriction period
An Eligible Director shall not transfer, create a security interest in, or otherwise dispose of the shares ofcommon stock of the Bank allotted under the Allotment Agreement (hereinafter referred to as the “Allotted
Shares”) during a time period from the allotment date under the Allotment Agreement to the point in time
immediately after the first July 1 after he or she leaves either the position of the Bank’s Director or the
position of Executive Officer without concurrently holding the position of Director or leaves the Bank
(hereinafter referred to as the “Transfer Restriction Period”). (Hereinafter collectively referred to as the“Transfer Restriction.”)(2) Removal of the Transfer Restriction
Notwithstanding the provision in (1) above, the Bank shall remove the Transfer Restriction with respect to
the Allotted Shares in whole at the expiry of the Transfer Restriction Period, provided that the Eligible
Director continuously served in the position specified in (1) above during the period from the date of the start22

of the Transfer Restriction Period to the point in time immediately before the conclusion of the first Annual
General Meeting of Shareholders following that date. However, in the event that an Eligible Director leaves
the position specified in (1) above or leaves the Bank prior to the expiry of the Transfer Restriction Period
due to death or other justifiable reasons, the number of the Allotted Shares subject to removal of the Transfer
Restriction and the timing of removal of the Transfer Restriction shall be reasonably adjusted, as necessary.
Immediately after the removal of the Transfer Restriction in accordance with the provision above, the Bank
shall naturally acquire free of charge the Allotted Shares for which the Transfer Restriction has not been
removed.
(3) Treatment upon leaving the position or leaving the Bank for a reason other than justifiable reasonsNotwithstanding the provision in (2) above, if the Eligible Director leaves his or her position specified in (1)above or leaves the Bank for a reason other than justifiable reasons, the Bank shall naturally acquire free ofcharge the Allotted Share.
(4) Treatment in the event of organizational restructuring, etc.
Notwithstanding the provision in (1) above, if a matter concerning the organizational restructuring etc. of theBank, such as a merger agreement whereby the Bank will be the non-surviving party to the merger, or a shareexchange agreement or share transfer plan whereby the Bank will become a wholly owned subsidiary of
another party, is approved at the Bank’s Annual Meeting of Shareholders (or by the Bank’s Board of
Directors if such organizational restructuring, etc. does not require approval of the Bank’s Annual Meeting of
Shareholders) during the Transfer Restriction Period, the Bank shall remove, based on the resolution of theBank’s Board of Directors, the Transfer Restriction of the Allotted Shares at a date prior to the effective dateof such organizational restructuring, etc. The number of such Allotted Shares subject to removal of theTransfer Restriction shall be reasonably determined in light of the period from the date of the start of theTransfer Restriction Period to the date of approval of such organizational restructuring, etc. In the casespecified above, immediately after the removal of the Transfer Restriction, the Bank shall naturally acquire
free of charge the Allotted Shares for which the Transfer Restriction has not been removed.
(5) Other matters
Other matters concerning the Allotment Agreement shall be determined by the Bank’s Board of Directors.
(Reference) Overview of the remuneration system for full-time Directors excluding Outside Directors[Current system][If the proposal is approved and resolved as
proposed at this Annual General Meeting of
Shareholders]

Types of Compensation

Upper Limit (Total)

Types of Compensation

Upper Limit (Total)

Fixed monetarycompensation
Performance-linked
compensation

No more than 300
million yen per year
An amount linked to
the level of net
income(non-consolidated
basis), not exceeding
100 million yen peryear
No more than 50
million yen per year

Fixed monetarycompensation
Performance-linked
compensation

No more than 300
million yen per year
An amount linked to thelevel of net income
attributable to owners of
the parent (consolidated
basis), not exceeding
140 million yen peryear*
No more than 50 million
yen per year

No more than 50,000
points per year (eachpoint is worth one
share)

Directors’ retirement
benefits based on apoints system linked toshare priceStockcompensation-type
stock options
Directors’ retirement
benefits based on apoints system linked
to share price

Restricted Share-based
compensation

No more than 50,000
points per year (eachpoint is worth one share)*Please refer to Proposal No. 5 “Revision of the Amount of Performance-linked Compensation for Directors”
proposed at this Annual General Meeting of Shareholders.

23Proposal No. 5: Revision of the Amount of Performance-linked Compensation for Directors
At the 101st Annual General Meetings of Shareholders held on June 26, 2007 it was resolved that
performance-linked compensation for Directors of the Bank shall correspond to the level of net income andnot exceed 100 million yen per year. Taking into consideration the circumstances, such as subsequentchanges in the economic situation and the operating conditions, the Bank proposes to change the indicatorfor determination of performance-linked compensation for Directors from non-consolidated net income toconsolidated net income attributable to owners of the parent and also to revise the upper limit of
performance-linked compensation for Directors as indicated in the table below.
The purpose of this proposal is to increase Directors’ morale and desire for enhanced financial
performance on a consolidated basis in light of the Bank’s management policy under the 14th Medium-term
Business Plan launched in April 2020, that is, to place a greater emphasis on financial performance on aconsolidated basis.
The amount of compensation for Directors shall not include employee salaries payable to Directors who
are also employees, as previously.
Should Proposal No. 2 be approved and resolved as originally proposed, the number of full-time
Directors (excluding Outside Directors) to whom the performance-linked compensation limit based on this
proposal will be applied will be five.
It is proposed that allocation be entrusted to the Board of Directors, as previously.
Table: Upper limit of performance-linked compensation
Net income attributable to owners of the parent
20 billion yen or less20 billion yen to 35 billion yen
35 billion yen to 40 billion yen
40 billion yen to 45 billion yen
45 billion yen to 50 billion yen
50 billion yen to 55 billion yen
55 billion yen to 60 billion yen
Exceeding 60 billion yen<Current upper limit of performance-linked compensation>
Net income
10 billion yen or less10 billion yen to 20 billion yen
20 billion yen to 25 billion yen
25 billion yen to 30 billion yen
30 billion yen to 35 billion yen
35 billion yen to 40 billion yen
40 billion yen to 45 billion yen
Exceeding 45 billion yen

24Upper limit of compensation0
20 million yen
40 million yen
60 million yen
80 million yen
100 million yen
120 million yen
140 million yen

Upper limit of compensation0
10 million yen
20 million yen
30 million yen
40 million yen
60 million yen
80 million yen
100 million yen