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 other forms of damages arising from the translations.
(Securities Code: 8364) May 29, 2024 (Starting date of the measures for electronic provision: May 27, 2024)
To Shareholders with Voting Rights:
Yasuhiro Iwayama
President
The Shimizu Bank, Ltd.
2-1 Fujimicho, Shimizu-ku,
Shizuoka-shi, Shizuoka, Japan
NOTICE OF CONVOCATION OF
THE 149TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 149th Annual General Meeting of Shareholders of the Shimizu Bank, Ltd. (the "Bank"). The meeting will be held as described below.
The Bank has taken measures for the electronic provision of materials for this General Meeting of Shareholders, and posted the matters to be provided electronically on the following website.
The Bank's website: https://www.shimizubank.co.jp/english/
In addition to the above, the materials to be provided electronically are disclosed on the following website.
Tokyo Stock Exchange's website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information thus disclosed, please access the website above, search for us by entering our bank name or securities code, and select "Basic information" and then "Documents for public inspection/PR information."
If you are unable to attend the meeting, you can exercise your voting rights in writing or by electromagnetic means (via the Internet etc.). Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on Wednesday, June 19, 2024 (Japan standard time).
1. Date and Time: Thursday, June 20, 2024 at 10:00 a.m. (Japan standard time)
2. Place: | Large Hall, 3F, Shimizu Bank Tenjin Head Office, |
7-30, Tenjin 1-chome,Shimizu-ku,Shizuoka-shi, Shizuoka, Japan |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank's 149th Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Consolidated Financial Statements for the Bank's 149th Fiscal Year (from
April 1, 2023 to March 31, 2024) and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Committee
1
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eleven (11) Directors (excluding Directors Serving as Audit & Supervisory Committee Members)
Proposal No. 3: Election of Four (4) Directors Serving as Audit & Supervisory Committee Members
2
4.Guide for Exercise of Voting Rights
The following three methods are available for exercising voting rights.
Exercise of Voting Rights by Attending the Meeting
Date and time: Thursday, June 20, 2024 at 10:00 a.m. (Japan standard time)
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting for confirmation. You are also kindly requested to bring this Notice of Convocation.
Exercise of Voting Rights by Proxy
In the case of attendance by proxy, please present to the receptionist at the General Meeting of Shareholders a document evidencing authority of the proxy to act as such, together with the Voting Rights Exercise Form. (Please note that the proxy must be one other shareholder of the Bank entitled to exercise voting rights at the General Meeting of Shareholders.)
Exercise of Voting Rights in Writing
Deadline: Wednesday, June 19, 2024 by 5:00 p.m. Japan standard time (time of receipt)
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it to us by the deadline.
Any voting right exercised in writing on the Voting Rights Exercise Form without indicating approval or disapproval for a particular proposal will be counted as a vote for approval of the proposal.
Exercise of Voting Rights via the Internet
Deadline: Wednesday, June 19, 2024 by 5:00 p.m. Japan standard time (time of transmission)
For exercising voting rights via the Internet, please refer to page 5 (in Japanese version only) and indicate your vote for or against the proposals by either of the following methods.
- "Smart Exercise" by scanning the QR Code described on the right-hand side of the Voting Rights Exercise Form with a smartphone
- Method by entering the Voting Rights Exercise Code and the Password
For institutional investors
As a method of exercising voting rights, you may use the "Electronic Voting System Platform" operated by ICJ, Inc.
Handling of Duplicate Voting
If you vote both in writing on the Voting Rights Exercise Form and via the Bank's designated website for the exercise of voting rights on the Internet, only your vote placed via the Internet will be valid, irrespective of the date and time your votes arrive. In addition, if you place your votes multiple times via the Internet, only the last vote will be treated as valid.
Split Voting
If you intend to engage in split voting, please submit an electronic or written notice indicating the reasons for the split voting at least three days prior to the General Meeting of Shareholders.
Other Matters to Which Electronic Provision Measures Apply (Matters Whose Recording in Physical Documents is Omitted)
Of the matters to which electronic provision measures apply, the Matters related to Subscription Rights to the Bank's Shares, System for Ensuring Proper Operations, the Non-consolidated Statement of Changes in Equity, the Notes to the Non-consolidated Financial Statements, the Consolidated Statement of Changes in Equity, and the Notes to the Consolidated Financial Statements have been posted on the Bank's website and Tokyo Stock Exchange's website in accordance with laws and regulations and the provisions of Article 17, Paragraph 2 of the Articles of Incorporation of the Bank, and are therefore not included in the documents provided to shareholders who made request for provision of physical documents. The Business Report, the Non-consolidated Financial Statements and the Consolidated Financial Statements audited by the Audit & Supervisory Committee and the Accounting Auditor in preparing the Audit Report and the Independent Auditors' Report, respectively, comprise the Matters related to Subscription Rights to the Bank's Shares, System for Ensuring Proper Operations the Non-consolidated Statement of Changes in Equity, the Notes to
3
the Non-consolidated Financial Statements, the Consolidated Statement of Changes in Equity, and the Notes to the Consolidated Financial Statements, in addition to the documents included in this notice.
Any updates to the matters to which electronic provision measures apply will be posted on respective websites.
4
Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Considering that we reported a loss for the fiscal year under review due to sales of foreign currency bonds for the purpose of reducing the cost of procuring foreign currency as a result of the rise in interest rate overseas, we regret to announce appropriation of surplus as follows.
- Matters concerning year-end dividends of surplus
- Type of dividend property Cash
-
Allotment of dividend property to shareholders and the total amount 25 yen per share of common stock of the Bank
Total amount: 288,631,825 yen
The year-end dividend will be reduced by 5 yen from the last fiscal year. Including interim dividend, dividends to be paid for the full year amount to 55 yen per share. - Effective date of distribution of surplus June 21, 2024
- Other matters concerning appropriation of surplus
- Item and the amount of surplus to be decreased
General reserve | 3,500,000,000 yen |
(2) Item and the amount of surplus to be increased | |
Retained earnings brought forward | 3,500,000,000 yen |
5
Proposal No. 2: Election of Eleven (11) Directors (excluding Directors Serving as Audit & Supervisory Committee Members)
The terms of office of all eleven (11) incumbent Directors (excluding Directors serving as Audit & Supervisory Committee Members) will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of eleven (11) Directors (excluding Directors serving as Audit & Supervisory Committee Members) is proposed.
This proposal has been discussed by the Audit & Supervisory Committee, and there are no special matters to be stated pursuant to the provisions of the Companies Act.
The candidates for Directors (excluding Directors serving as Audit & Supervisory Committee Members) are as follows:
No. | Name | Current positions at the Bank | ||||||||
1 | Katsuichiro Toyoshima | Chairman | ||||||||
Reappointment | ||||||||||
2 | Yasuhiro Iwayama | President | ||||||||
Reappointment | ||||||||||
3 | Ayato Mochizuki | Senior Managing Director | ||||||||
Reappointment | ||||||||||
4 | Masashi Hiraiwa | Managing Director | ||||||||
Reappointment | ||||||||||
5 | Nobuhide Fukazawa | Managing Director | ||||||||
Reappointment | ||||||||||
6 | Keiko Higashi | Outside Director | Outside Director | |||||||
Reappointment | Independent Officer | |||||||||
7 | Yoshiki Shimma | Outside Director | Outside Director | |||||||
Reappointment | Independent Officer | |||||||||
8 | Makoto Kono | Outside Director | Outside Director | |||||||
Reappointment | Independent Officer | |||||||||
9 | Naoyuki Tamura | Director | ||||||||
Reappointment | ||||||||||
10 | Masaki Yagi | Director | ||||||||
Reappointment | ||||||||||
11 | Yasumasa Oki | Executive Officer | ||||||||
New appointment | ||||||||||
6
Name | Brief personal history, positions, responsibilities and | Number of the | |||||
No. | Bank's shares | ||||||
(Date of birth) | significant concurrent positions | ||||||
held | |||||||
Katsuichiro | Apr. | 1981 Joined the Bank | |||||
Jun. | 1996 General Manager of Secretariat Office | ||||||
Toyoshima | |||||||
Apr. | 2001 Senior General Manager of Corporate | ||||||
(July 6, 1957) | |||||||
Administration Division | |||||||
Reappointment | |||||||
Jun. | 2003 | Director, General Manager of Fuji Branch | |||||
24,049 shares | |||||||
Jun. | 2005 | Managing Director | |||||
Attendance at Board of | |||||||
Jun. | 2007 | Senior Managing Director | |||||
Directors meetings: | Apr. | 2011 | Deputy President | ||||
100% | |||||||
1 | Apr. | 2012 | President | ||||
(15/15 meetings) | |||||||
Apr. | 2020 | Chairman (incumbent) | |||||
[Reasons for nomination as a candidate for Director] | |||||||
Mr. Katsuichiro Toyoshima, serving as the President since April 2012 and the Chairman since April | |||||||
2020, has a wealth of management experience gained though his involvement in a wide range of | |||||||
banking business processes, including business strategies, sales, market operation, personnel and labor | |||||||
affairs, risk management, corporate credit review, and system clerical work. Based on his insight and | |||||||
experience, the Bank believes he is capable of appropriately executing management decisions for the | |||||||
Bank and has nominated him as a candidate for Director. | |||||||
Apr. | 1988 | Joined the Bank | |||||
Yasuhiro Iwayama | Jun. | 2005 | General Manager of Fuji-eki Nan Branch | ||||
(July 13, 1964) | Apr. | 2012 | Senior General Manager of Fuji Branch, Fuji | ||||
Reappointment | Shiyakusho-mae Branch and Matsuoka Branch | ||||||
Apr. | 2014 | Managing Executive Officer | 17,276 shares | ||||
Attendance at Board of | Jun. | 2015 | Director, General Manager of Corporate | ||||
Directors meetings: | Administration Division | ||||||
100% | Oct. | 2016 | Managing Director | ||||
2 | (15/15 meetings) | May | 2019 | Senior Managing Director | |||
Apr. | 2020 | President (incumbent) | |||||
[Reasons for nomination as a candidate for Director] | |||||||
Mr. Yasuhiro Iwayama, serving as the Senior Managing Director since May 2019 and the President | |||||||
since April 2020, has a wealth of management experience gained though his involvement in a wide | |||||||
range of banking business processes, including business strategies, sales, market operation, personnel | |||||||
and labor affairs, risk management, corporate credit review, and system clerical work. Based on his | |||||||
insight and experience, the Bank believes he is capable of appropriately executing management | |||||||
decisions for the Bank and has nominated him as a candidate for Director. | |||||||
7
Name | Brief personal history, positions, responsibilities and | Number of the | |||||
No. | Bank's shares | ||||||
(Date of birth) | significant concurrent positions | ||||||
held | |||||||
Apr. | 1986 | Joined the Bank | |||||
Ayato Mochizuki | Jun. | 2007 | General Manager of Fujieda-eki Nishi Branch | ||||
(January 27, 1964) | Jul. | 2011 Senior General Manager of Sales Division, Head | |||||
Reappointment | Office, Okitsu Branch and Yagima Branch | ||||||
Jul. | 2012 | Senior General Manager of Sales Division, Head | 9,989 shares | ||||
Attendance at Board of | Office | ||||||
Directors meetings: | Jun. | 2013 | Director, General Manager of Sales Division, | ||||
100% | Head Office | ||||||
3 | (15/15 meetings) | Jun. | 2015 | Managing Director | |||
Nov. 2018 Senior Managing Director (incumbent) | |||||||
[Reasons for nomination as a candidate for Director] | |||||||
Mr. Ayato Mochizuki, currently serving as the Senior Managing Director, has a wealth of management | |||||||
experience gained though his involvement in a wide range of banking business processes, including | |||||||
business strategies, sales, personnel and labor affairs, risk management, corporate credit review, and | |||||||
system clerical work. Based on his insight and experience, the Bank believes he is capable of | |||||||
appropriately executing management decisions for the Bank and has nominated him as a candidate for | |||||||
Director. | |||||||
Masashi Hiraiwa | Apr. 1991 Joined the Bank | ||||||
Jul. | 2010 General Manager of Shimokanuki Branch | ||||||
(April 17, 1968) | |||||||
Apr. 2016 General Manager of Tokyo Branch | |||||||
Reappointment | |||||||
Apr. 2018 | General Manager of Markets and International | ||||||
Attendance at Board of | Division | 5,394 shares | |||||
May | 2019 General Manager of Corporate Administration | ||||||
Directors meetings: | Division | ||||||
100% | |||||||
4 | Jun. | 2020 | Director | ||||
(15/15 meetings) | |||||||
Apr. 2022 Managing Director (incumbent) | |||||||
[Reasons for nomination as a candidate for Director] | |||||||
Mr. Masashi Hiraiwa, serving as Managing Director, has a wealth of managing experience gained | |||||||
through his involvement in a wide range of banking business processes, including sales, market | |||||||
operation, and risk management. Based on his insight and experience, the Bank believes he is capable | |||||||
of appropriately executing management decisions for the Bank and has nominated him as a candidate | |||||||
for Director. | |||||||
8
Name | Brief personal history, positions, responsibilities and | Number of the | ||||||||||
No. | Bank's shares | |||||||||||
(Date of birth) | significant concurrent positions | |||||||||||
held | ||||||||||||
Apr. | 1989 | Joined the Bank | ||||||||||
Jul. | 2008 | General Manager of Eastern Loan Center | ||||||||||
Apr. | 2011 | General Manager of Kambara Branch and | ||||||||||
AEON TOWN Kambara Branch | ||||||||||||
Apr. | 2014 | General Manager of Nagoya Branch and General | ||||||||||
Nobuhide Fukazawa | Manager of Business Information Office Nagoya | |||||||||||
Apr. 2016 General Manager of Takahashi Branch, Ihara | ||||||||||||
(December 29, 1966) | ||||||||||||
Branch, Oshikiri Branch, Tsuji Branch and | ||||||||||||
Reappointment | ||||||||||||
Shimono Branch | ||||||||||||
Attendance at Board of | Apr. | 2018 | Senior General Manager of Fuji Branch and | 6,546 shares | ||||||||
Directors meetings: | Matsuoka Branch | |||||||||||
Apr. 2020 Executive Officer, General Manager of Branch | ||||||||||||
100% | ||||||||||||
5 | Advisory Division | |||||||||||
(15/15 meetings) | ||||||||||||
Apr. | 2021 | Executive Officer, General Manager of | ||||||||||
Management Planning Division | ||||||||||||
Jun. | 2021 | Director, General Manager of Management | ||||||||||
Planning Division | ||||||||||||
Apr. | 2022 | Director | ||||||||||
May. 2024 Managing Director (incumbent) | ||||||||||||
[Reasons for nomination as a candidate for Director] | ||||||||||||
Mr. Nobuhide Fukazawa serving as Managing Director, has a wealth of managing experience gained | ||||||||||||
through his involvement in a wide range of banking business processes, including business strategies, | ||||||||||||
sales, personnel and labor affairs, and corporate credit review. Based on his insight and experience, the | ||||||||||||
Bank believes he is capable of appropriately executing management decisions for the Bank and has | ||||||||||||
nominated him as a candidate for Director. | ||||||||||||
Apr. 1980 Full-time Lecturer, Tokai University Junior | ||||||||||||
Keiko Higashi | College | |||||||||||
(August 23, 1953) | Apr. | 1990 | Assistant Professor, Tokai University Junior | |||||||||
Reappointment | College | |||||||||||
Outside Director | Apr. | 2004 | Professor, Tokai University Junior College | |||||||||
Independent Officer | Apr. | 2007 | Professor, Department of Kansei Design, School | |||||||||
of Development Engineering, Tokai University | 5,200 shares | |||||||||||
Attendance at Board of | Apr. | 2011 Professor, Department of Environmental and | ||||||||||
6 | Directors meetings: | Societal Affairs, School of Marine Science and | ||||||||||
93.3% | Technology, Tokai University | |||||||||||
(14/15 meetings) | Jun. | 2015 | Director of the Bank (incumbent) | |||||||||
Apr. | 2019 | Professor Emeritus, Tokai University | ||||||||||
(incumbent) | ||||||||||||
[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director] | ||||||||||||
Ms. Keiko Higashi has academic experience and social credibility cultivated as a university | ||||||||||||
professor. She has appropriately fulfilled her duties and responsibilities as Outside Director of the | ||||||||||||
Bank. Thus, the Bank has nominated her as a candidate for Outside Director in the expectation that | ||||||||||||
based on her insight and experience, she will continue to provide supervision and advice, etc. | ||||||||||||
9
Name | Brief personal history, positions, responsibilities and | Number of the | |||||||||
No. | Bank's shares | ||||||||||
(Date of birth) | significant concurrent positions | ||||||||||
held | |||||||||||
Apr. | 1972 | Joined Suzuyo & Co., Ltd. | |||||||||
Yoshiki Shimma | Nov. | 2005 | Managing Director, Suzuyo & Co., Ltd. | ||||||||
(October 15, 1948) | Jun. | 2009 | Senior Managing Director, Suzuyo & Co., Ltd. | ||||||||
Reappointment | Jan. | 2012 | President and Director, Suzuyo Holdings Co., | ||||||||
Outside Director | Ltd. | ||||||||||
Independent Officer | May | 2013 | President and Representative Director, Suzuyo | 1,900 shares | |||||||
Marine Co., Ltd. | |||||||||||
Attendance at Board of | Apr. | 2014 | President and Representative Director, Suzuyo | ||||||||
7 | Directors meetings: | Transportation Co., Ltd. | |||||||||
100% | Nov. | 2020 | Senior Advisor, Suzuyo Transportation Co., Ltd. | ||||||||
(15/15 meetings) | (incumbent) | ||||||||||
Jun. 2022 Director of the Bank (incumbent) | |||||||||||
[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director] | |||||||||||
Mr. Yoshiki Shimma has a wealth of experience in the field of corporate management. He has | |||||||||||
appropriately fulfilled his duties and responsibilities as Outside Director of the Bank. Thus, the Bank | |||||||||||
has nominated him as a candidate for Outside Director in the expectation that based on his insight and | |||||||||||
experience, he will continue to provide supervision and advice, etc. | |||||||||||
Makoto Kono | Oct. | 2000 | Registered as attorney-at-law with Tokyo Bar | ||||||||
Association | |||||||||||
(November 12, 1970) | |||||||||||
Joined Aikawa Law Office | |||||||||||
Reappointment | |||||||||||
Apr. | 2005 | Registered as attorney-at-law with Shizuoka Bar | |||||||||
Outside Director | |||||||||||
Association | |||||||||||
Independent Officer | |||||||||||
Joined Kono Law Office | 4,400 shares | ||||||||||
Attendance at Board of | Sep. | 2010 | Representative Partner, Kono Law Office | ||||||||
Directors meetings: | (incumbent) | ||||||||||
8 | Jun. | 2020 | Director and Audit & Supervisory Committee | ||||||||
100% | |||||||||||
Member of the Bank | |||||||||||
(15/15 meetings) | |||||||||||
Jun. 2023 Director of the Bank (incumbent) | |||||||||||
[Reasons for nomination as a candidate for Outside Director and expected role as Outside Director] | |||||||||||
Mr. Makoto Kono has extensive experience as an attorney-at-law over many years. He has | |||||||||||
appropriately fulfilled his duties and responsibilities as Outside Director of the Bank. Thus, the Bank | |||||||||||
has nominated him as a candidate for Outside Director in the expectation that based on his insight and | |||||||||||
experience, he will continue to provide supervision and advice, etc. | |||||||||||
10
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The Shimizu Bank Ltd. published this content on 27 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2024 00:06:08 UTC.