Shimizu Bank, Ltd.TSE: 8364

Notice of convocation of the 150th annual general meeting of shareholders

· Issued by Shimizu Bank, Ltd.

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)

June 2, 2025 (Starting date of the measures for electronic provision: May 28, 2025)

To Shareholders with Voting Rights:

Yasuhiro Iwayama President

The Shimizu Bank, Ltd.

  1. Fujimicho, Shimizu-ku, Shizuoka-shi, Shizuoka, Japan

    NOTICE OF CONVOCATION OF THE 150TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

    You are cordially invited to attend the 150th 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 Monday, June 23, 2025 (Japan standard time).

    1. Date and Time: Tuesday, June 24, 2025 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 150th Fiscal Year (from April 1, 2024 to March 31, 2025)

      2. Consolidated Financial Statements for the Bank's 150th Fiscal Year (from April 1, 2024 to March 31, 2025) and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Committee

      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)
    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: Tuesday, June 24, 2025 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: Monday, June 23, 2025 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: Monday, June 23, 2025 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.

      1. "Smart Exercise" by scanning the QR Code described on the right-hand side of the Voting Rights Exercise Form with a smartphone

      2. 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)

The Bank uniformly sent this document including matters to which electronic provision measures apply to shareholders at this General Meeting of Shareholders, regardless of whether or not they made request for provision of physical documents. However, the following matters are not included in accordance with laws and regulations and the provisions of Article 17, Paragraph 2 of the Articles of Incorporation of the Bank. The Audit & Supervisory Committee and the Accounting Auditor have audited the documents subject to audit, including the following items.

  1. The following matters in the Business Report:

    Part of the Matters Regarding Directors (and other Officers), the Matters Regarding Bank's Shares, the Matters related to Subscription Rights to the Bank's Shares, the Matters Regarding Accounting Auditors, the Basic Policy Regarding Persons Who Control the Decisions on the Company's Financial and Business Policies, the System for Ensuring Proper Operations, the Matters Regarding Specified

    Wholly Owned Subsidiaries, the Matters Regarding Transactions with the Parent Company, the Matters Regarding Accounting Advisors, and Others

  2. The Non-consolidated Statement of Changes in Equity and the Notes to the Non-consolidated Financial Statements in the Non-consolidated Financial Statements

  3. The Consolidated Statement of Changes in Equity and the Notes to the Consolidated Financial Statements in the Consolidated Financial Statements

  4. Audit Report

The Accounting Auditor's Audit Report, the Accounting Auditor's Audit Report on the Consolidated Financial Statements, and the Audit & Supervisory Committee's Audit Report

Any updates to the matters to which electronic provision measures apply will be posted on respective websites.

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's basic policy is to maintain stable distribution of dividends to shareholders while securing internal reserve to enhance management quality and to prepare for changes in the operating environment. Accordingly, it is proposed that the surplus be appropriated as follows:

  1. Matters concerning year-end dividends of surplus

    1. Type of dividend property Cash

    2. Allotment of dividend property to shareholders and the total amount 30 yen per share of common stock of the Bank

      Total amount: 344,948,790 yen

      Including interim dividend, dividends to be paid for the full year amount to 60 yen per share.

    3. Effective date of distribution of surplus June 25, 2025

  2. Other matters concerning appropriation of surplus

    1. Item and the amount of surplus to be increased

      General reserve 1,000,000,000 yen

    2. Item and the amount of surplus to be decreased Retained earnings brought forward 1,000,000,000 yen

Earlier from Shimizu Bank

All Shimizu Bank news releases