Shimizu Bank : NOTICE OF CONVOCATION OF THE 149TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

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

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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

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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.

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)

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

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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.

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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.

1. Matters concerning year-end dividends of surplus
2. 1. Type of dividend property Cash
   2. 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.
   3. Effective date of distribution of surplus June 21, 2024
3. Other matters concerning appropriation of surplus
4. 1. 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

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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

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		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.

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		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.

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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%

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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

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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.

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				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.

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