Notice of Convocation of the 111th Annual General Meeting of Shareholders [PDF:172KB]

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 this translation or for direct, indirect or any other forms of damages arising from the translations.

(Securities Code: 8331)

June 6, 2017

Hidetoshi Sakuma President

The Chiba Bank, Ltd.

1-2, Chiba-minato, Chuo-ku, Chiba City, Chiba, Japan

You are cordially invited to attend the 111th Annual General Meeting of Shareholders of The Chiba Bank, Ltd. (the "Bank"). The meeting will be held for the purposes as described below.

If you are unable to attend the meeting, you can exercise your voting rights in writing or via electromagnetic means (the Internet, etc.). Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter) and exercise your voting rights.

1. Date and Time: Wednesday, June 28, 2017 at 10:00 a.m. Japan time

   (Reception scheduled to open at 9:00 a.m.)

2. Place: 3F Hall, Head Office of the Bank,

   1-2, Chiba-minato, Chuo-ku, Chiba City, Chiba, Japan

3. Meeting Agenda: Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the Bank's 111th Fiscal Year (from April 1, 2016 to March 31, 2017)

   2. Consolidated Financial Statements for the Bank's 111th Fiscal Year (from April 1, 2016 to March 31, 2017) and results of audits of the Consolidated 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 Seven (7) Directors Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
4. Exercise of Voting Rights: Exercise of Voting Rights by Attending the Meeting

   When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting.

   Date and time of the meeting:

   Wednesday, June 28, 2017 at 10:00 a.m. Japan time

   (Reception to open at 9:00 a.m.)

   Exercise of Voting Rights in Writing

   Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by the deadline.

   Deadline for exercise: Tuesday, June 27, 2017 at 6:00 p.m. Japan time

   Exercise of Voting Rights via Electromagnetic Means (the Internet, etc.)

   Please access the Bank's designated voting website (http://www.e-sokai.jp) using the "Voting Rights Exercise Code" and "Password" printed on the Voting Rights Exercise Form, follow the instructions on the voting website, and indicate your vote for or against the proposals by the deadline.

   Deadline for exercise: Tuesday, June 27, 2017 at 6:00 p.m. Japan time

   Handling of Duplicate Voting

   If you vote both in writing on the Voting Rights Exercise Form and via the Bank's designated voting website on the Internet, only your vote placed via the Internet will be valid. In addition, if you submit your vote multiple times via the Internet or submit in duplicate via the computer and cellphone, only the last vote will be valid.

   End

   ◎ Of the documents that need to be attached to this notice of convocation, "Non-Consolidated Statement of Changes in Net Assets," "the Notes to the Non-consolidated Financial Statements," "Consolidated Statement of Changes in Net Assets" and "the Notes to the Consolidated Financial Statements" are, in accordance with laws and regulations as well as Article 16 of the Articles of Incorporation of the Bank, posted on the Bank's website (http://www.chibabank.co.jp/company/). They are therefore not included in this document. The financial statements in the attached documents, and "Non-Consolidated Statement of Changes in Net Assets," "the Notes to the Non-consolidated Financial Statements," "Consolidated Statement of Changes in Net Assets" and "the Notes to the Consolidated Financial Statements" are included in Non-Consolidated Financial Statements and Consolidated Financial Statements, which were audited by the Audit & Supervisory Board Members and the Accounting Auditor in preparing the Audit Report and Accounting Audit Report.

   ◎ Any updates to the Reference Documents, the Business Report, the Non-consolidated Financial Statements and Consolidated Financial Statements for the General Meeting of Shareholders will be posted on the Bank's website (http://www.chibabank.co.jp/company/).

   ◎ Semiformal dress code (Cool Biz) will be implemented on the day of the meeting, and as such we would like to ask shareholders to follow the same dress code when attending.

   Reference Documents for the General Meeting of Shareholders Proposals and References Proposal No. 1: Appropriation of Surplus

   To prepare for changes in the business environment surrounding financial institutions, it is proposed that the surplus be appropriated as follows, taking into consideration the retaining of an internal reserve as well as the earnings performance for the fiscal year under review.

5. Matters concerning year-end dividends
6. Type of dividend property

   Cash

7. Matters concerning the allotment of dividend property to shareholders and the total amount

   7.50 yen per share of common stock, for a total of 5,983,199,468 yen Furthermore, as 7.50 yen was paid in December 2016 as an interim dividend, dividends to be paid for the full year amount to 15 yen per share, an increase by 1 yen from the previous fiscal year.

8. Effective date of distribution of surplus

   June 29, 2017

9. Other matters concerning the appropriation of surplus
10. Item and the amount of surplus to be increased

    General reserve 35,000,000,000 yen

11. Item and amount of surplus to be decreased

12. Retained earnings brought forward 35,000,000,000 yen

    Proposal No. 2: Election of Seven (7) Directors

    The terms of office of six (6) Directors, Hidetoshi Sakuma, Daizo Iijima, Tomoyuki Ikeda, Toyokuni Yazaki, Yuko Tashima and Yasuko Takayama will expire, and two (2) Directors, Masahiro Owaku and Kazuhiko Mizushima, will resign at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of seven (7) Directors is proposed.

    The candidates for Directors are as follows:

    Candidate No.	Name		Present position at the Bank
    1	Hidetoshi Sakuma	Re-nominated	President (Representative Director)
    2	Daizo Iijima	Re-nominated	Director and Managing Executive Officer
    3	Tomoyuki Ikeda	Re-nominated	Director and Managing Executive Officer
    4	Tsutomu Yonemoto	Newly nominated	Executive Officer
    5	Tomoyuki Yokota	Newly nominated, Outside Officer
    6	Yuko Tashima	Re-nominated, Outside Officer	Director (Outside Director)
    7	Yasuko Takayama	Re-nominated, Outside Officer	Director (Outside Director)

    No.	Name (Date of birth)	Past experience, positions, responsibilities, and significant concurrent positions	Number of shares of the Bank held
    1	Hidetoshi Sakuma (Oct. 1, 1952) Re-nominated	Apr. 1976 Joined the Bank Jun. 2003 Director, General Manager, Corporate Planning Division, the Bank Jun. 2006 Director and Managing Executive Officer, General Manager, Head Office, the Bank Jun. 2007 Director and Managing Executive Officer, Executive Officer in charge of Treasury Division and Treasury Operation Division, the Bank Mar. 2009 President, the Bank (current position)	49,212 shares
    	○Reasons for nomination as a candidate for Director Hidetoshi Sakuma has been Director since June 2003. He has also been President since March 2009, and has the knowledge and experience necessary to perform the business administration of a bank in an appropriate, fair and efficient manner. As he has properly executed the duties of Director, the Bank has nominated him as a candidate for Director.
    2	Daizo Iijima (Jan. 28, 1961) Re-nominated	Apr. 1984 Joined the Bank Jun. 2011 Senior Deputy General Manager in charge of Regional Banks Association of Japan, Corporate Planning Division, the Bank Jun. 2013 Executive Officer, General Manager, Head Office, the Bank Jun. 2014 Executive Officer, General Manager, Human Resources Division, the Bank Jun. 2015 Director and Managing Executive Officer, Executive Officer in charge of Treasury Division and Treasury Operation Division, the Bank (current position)	14,000 shares
    	○Reasons for nomination as a candidate for Director Daizo Iijima has the knowledge and experience necessary to perform the business administration of a bank in an appropriate, fair and efficient manner because he has served in various important positions including General Manager of Kencho Branch, General Manager of Head Office and General Manager of Human Resources Division, and has been Director of the Bank since June 2015. As he has properly executed the duties of Director, the Bank has nominated him as a candidate for Director.