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 31, 2021
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 115TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We wish to inform you that the 115th 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 18, 2021 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 115th Fiscal Year (from April 1, 2020 to March 31, 2021)
2. Consolidated Financial Statements for the Bank’s 115th Fiscal Year (from
April 1, 2020 to March 31, 2021) and the results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Ten (10) 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.,” and “Other” as part ofthe 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.
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.

Video on the day of the General Meeting of Shareholders
 To provide information to shareholders, the Bank plans to post the video related to the matters to bereported on the day of the General Meeting of Shareholders on the Bank’s website after the end of themeeting on Monday, June 21, 2021.
Bank’s website: https://www.shizuokabank.co.jp/

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 18, 2021 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 17, 2021 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 (https://www.e-sokai.jp),
follow the on-screen instructions, and exercise your voting rights.
Deadline: Thursday, June 17, 2021 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, 2021 as follows.
(1) Type of property dividend
Cash(2) Allotment of property dividend to shareholders and the total amount14.00 yen per share of common stock of the Bank, for a total of 8,036,600,628 yen
As 11.00 yen per share was paid as an interim dividend, the total amount of annual dividends willbe 25.00 yen per share for the fiscal year ended March 31, 2021.
(3) Effective date of distribution of surplus
June 21, 2021
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 Ten (10) Directors
The terms of office of all nine (9) 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 DirectorNo.
1

Reappointment

Name
Katsunori Nakanishi

2

Reappointment

Hisashi Shibata

3

Reappointment

Minoru Yagi

4
5
6
7

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

Yutaka Fukushima
Koichi Kiyokawa
Yoshihiro Nagasawa
Kumi Fujisawa

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

Motoshige Itoh

Outside Director

Kazuto Tsubouchi

Outside Director

8

9

10

Kazutoshi Inano

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
75,000 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)

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

Jun.
Jun.
Apr.
Jun.
Jun.

2

Hisashi Shibata(November 18, 1963)

Apr.

(Reappointment)

Oct.

Jun.

Jun.

Jun.

1986 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

Jun.

Number of theBank’s shares
held

43,000 shares2020 President, General Manager of Banking Division,in charge of Area Business Units (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 Corporate Planning Dept., General Manager ofGofukucho 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 indecision-making on important management matters and supervision of business execution. Thus, weselected 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.
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)
33,800 sharesJun.
2016 Director & Senior Executive Officer, Deputy(Reappointment)
General Manager of Banking Division in charge ofcreditJun.
2017 Director & Senior Managing Executive Officer,
General Manager of Corporate CenterJun.
2020 Director & Senior Managing Executive Officer,
General Manager of Corporate Center and General
Manager of Corporate Planning Dept.
Oct.
2020 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.
Jun.

Number of theBank’s shares
held

1989 Joined the Bank
2005 General Manager of Fujikawa Branch2006 Deputy General Manager of Corporate Planning Groupof Corporate Planning Dept.
Jan.
2009 General Manager of Fujinomiya Branch
Yutaka Fukushima Jun.
2011 Joint General Manager of Credit Dept. (concurrently
serving as General Manager of Credit Group II)(September 19, 1966)
4
12,100 sharesJun.
2013 Senior General Manager of Fujichuo Branch(New appointment) Jan.
2015 Senior 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 (to present)[Reasons for selection as a candidate for Director]
Mr. Yutaka Fukushima 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 Eastern Area
Business Unit. He has been serving as the Bank’s Senior Executive Officer since June 2017. In view of
his achievements so far, we judge that Mr. Fukushima is a suitable person to be in charge of the Bank’s
management, and thus we selected him as a new candidate for Director.

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)Apr.
2010 General Manager of Fujieda Branch
Koichi Kiyokawa
31,100 shares
Apr.
2012 Joint General Manager of Corporate Administration(March 18, 1965)
Dept.
Jun.
2012 Senior General Manager of Corporate Administration(Reappointment)
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 OfficeJun.
2020 Director & Senior Executive Officer, General Manager
of Audit Dept. (to present)[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.
Serving as the Bank’s Director since June 2020, he has been fulfilling his role, including indecision-making on important management matters and supervision of business execution. Thus, weselected Mr. Kiyokawa as a candidate for Director again.

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
General Manager of Corporate Center in charge ofrisk management and compliance
Yoshihiro Nagasawa
Jun.
2015 Director & Senior Executive Officer, General(November 30, 1956)
6
18,500 shares
Manager of Corporate CenterJun.
2017 Director & Senior Executive Officer, Deputy(Reappointment)
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.
Jun.
2020 Director (to present),
President and Representative Director of Shizugin
Management Consulting Co., Ltd. (to present)(Significant concurrent positions)
President and Representative Director of Shizugin Management
Consulting Co., Ltd.
[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)
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 (to present)
Aug. 2013 President, SophiaBank Limited (to present)
Kumi Fujisawa
2014 Director, Toyota Tsusho Corporation (to present)(March 15, 1967) Jun.
Director, SCINEX CORPORATION (retired in
0 shares
June 2016)(Reappointment,
Candidate forJul.
2014 Director, MONEY DESIGN Co., Ltd. (retired in
Outside Director)
June 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)
Jan.
2021 Director, CellSource Co., Ltd. (to present)
Apr.
2021 Representative Director, Japan Philanthropic
Advisory (to present)(Significant concurrent positions)
President, SophiaBank Limited
Representative Director, Japan Global Research Center[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 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, as we expect her to provide supervision of and advice on management, she has
vigorously stated her views and opinions and provided advice and suggestions at meetings of the Boardof Directors. As she has been fulfilling her role as the Bank’s Outside Director, including indecision-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 eight 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.

8

Number of theBank’s shares
held1978 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, Facultyof 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 (toMotoshige Itohpresent)(December 19, 1951)
Apr.
2016 Professor, Faculty of International Social Sciences,
0 shares(Reappointment,
Gakushuin University (to present)
Candidate forJun.
2016 Professor Emeritus, The University of Tokyo (toOutside Director)
present)
Corporate Auditor of Hagoromo Foods Corporation(to present)
Director, Chairman of Research Council, Japan
Economic Research Institute (retired in June 2019)
Mar. 2018 Director, The Japan Foundation for the United
Nations University (to present)Jun.
2018 Director of the Bank (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 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 or an outside corporate auditor of other listedcompanies, he is well versed in corporate management in the global economy. In addition to his
previous positions including public offices such as membership of the Council on Economic and Fiscal
Policy and The Tax Commission of the Japanese government, he has been serving as a member of anexpert panel to promote measures against climate change. Based on his wealth of experience andknowledge, as we expect him to provide supervision of and advice on management, he has vigorously
stated his views and opinions and provided advice and suggestions at meetings of the Board of
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 three 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
Apr.

9

Number of theBank’s shares
held1976 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
2006 Member of the Board of Directors, Senior Vice
Kazuto Tsubouchi Jun.
President, Managing Director of Accounts and Finance(May 2, 1952)
Department of NTT DOCOMO, INC.
0 sharesJun.
2012 Member of the Board of Directors, Senior Executive(Reappointment,
Vice President, Chief Financial Officer of NTT
Candidate for
DOCOMO, INC. (retired in June 2014)
Outside Director)Jul.
2015 President, Foundation for MultiMedia Communications(retired in June 2018)
Jun.
2018 Chairman, Information & Telecommunication
Equipment Constructor’s Association (retired in June
2020)
Jun.
2020 Director of the Bank (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. Based on his
wealth of experience and knowledge as a corporate manager, as we expect him to provide supervision ofand advice on management, he has vigorously stated his views and opinions and provided advice andsuggestions at meetings of the Board of Directors. As he has been fulfilling his role as the Bank’s Outside
Director, including in decision-making on important management matters and supervision of businessexecution, we selected him as a candidate for Outside Director again. The term of office as Outside
Director of Mr. Kazuto Tsubouchi will be one year upon the conclusion of this Annual General Meetingof Shareholders.
[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.

17

No.

Name
(Date of birth)

Brief personal history, positions, responsibilities andsignificant concurrent positions

Number of theBank’s shares
held

Apr.

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.
Apr.
2005 Director, Chairman of The Nomura Trust and Banking
Co., Ltd. (retired in March 2008)
Apr.
2008 Executive Managing Director, Deputy Chairman of
Kazutoshi Inano
Nomura Securities Co., Ltd. (retired in March 2009)(September 4, 1953) Apr.
2009 Director, Chairperson, Representative Executive
10
Managing Director of Nomura Asset Management Co., 2,000 shares(New appointment,
Ltd.
Candidate forVice Chairman of Japan Association of Corporate
Outside Director)
Executives (retired in April 2013)
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(to present)Apr.
2018 Chairman of Japan Foundation For Regional
Vitalization (to present)(Significant concurrent positions)
Chairman of Japan Securities Scholarship Foundation
Chairman of Japan Foundation For Regional Vitalization[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,
and Chairman of Japan Securities Dealers Association. He currently serves as Chairman of Japan Securities
Scholarship Foundation and Chairman of Japan Foundation For Regional Vitalization. He has a wealth ofexperience and knowledge as a manager of a financial group. We expect that Mr. Inano will utilize theseassets for decision-making on important management matters, supervision of business execution, etc., andthus we selected him as a new candidate for Outside Director.
[Matters concerning independence]
Mr. Kazutoshi Inano 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, Mr. Kazuto Tsubouchi, and Mr. Kazutoshi Inano are candidates for
Outside Director.

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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 and expected roles” 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, Mr.
Motoshige Itoh, and Mr. Kazuto Tsubouchi 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 the Bank.
When Mr. Kazutoshi Inano 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 amountprovided in Article 425, paragraph 1 of the Companies Act.
6. About Directors and Officers Liability Insurance Contract
The Bank 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 Bank. If the candidates are elected and assume office as Director, any of them will
be insured under the D&O Insurance. The contract period of the D&O Insurance is set at one year. The Bank plansto renew the insurance before it reaches its maturity during the candidates’ terms of office, in accordance with theresolution of the Board of Directors.
7. 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.
8. 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.

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