THE SHIZUOKA BANK, LTD. 
By
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: 8355) June 2, 2014
Katsunori Nakanishi President & Chief Executive Officer
The Shizuoka Bank, Ltd.
10, Gofukucho 1-chome, Aoi-ku, Shizuoka City, Shizuoka, Japan
You are cordially invited to attend the 108th Annual General Meeting of Shareholders of the Shizuoka Bank, Ltd. (the "Bank"). The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the Voting Rights Exercise Form, or via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter) and exercise your voting rights.
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 theBank's 108th Fiscal Year (from April 1, 2013 to March 31, 2014)
2. Consolidated Financial Statements for the Bank's 108th Fiscal Year (from April 1, 2013 to March 31, 2014) and the 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 Ten (10) Directors Proposal No. 3: Election of One (1) Substitute Audit & Supervisory Board Member1
4. Exercise of Voting Rights:
(1) 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 to us by no later than Thursday, June 19, 2014 Japan time (time of receipt).
(2) Exercise of Voting Rights via the Internet, etc.
Please access the Bank's designated website for the exercise of voting rights (http://www.e-sokai.jp) using the "Voting Rights Exercise Code" and "Password" shown on the enclosed Voting Rights Exercise Form, follow the instructions on the website, and indicate your vote for or against the proposals by 5:00 p.m. on Thursday, June 19, 2014.
Please confirm the "Information on Exercising Voting Rights via the Internet" on pages 10 to 11 when voting via the Internet.
(3) 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.
(4) Exercise of Voting Rights by Proxy
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 on your behalf, provided that his or her Voting Rights Exercise Form and a document certifying him or her as your proxy are submitted.
(5) Split Voting
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.
(6) Matters disclosed on the Internet
Of the documents required to be appended to this Notice of Convocation as attachments, the Notes to the Non-consolidated Financial Statements and the Notes to the Consolidated Financial Statements have been posted on the Bank's website (http://www.shizuokabank.co.jp/) 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. Furthermore, regarding the Audit Report prepared by the Audit & Supervisory Board Members and the Independent Auditor's Report prepared by the Accounting Auditor, the Notes to the
Non-consolidated Financial Statements and the Notes to the Consolidated Financial Statements were audited in addition to the Non-consolidated Financial Statements and the Consolidated Financial Statements included in the attached documents.
D 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, to save resources.
D 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 (http://www.shizuokabank.co.jp/)
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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, 2014 as follows.
(1) Type of property dividend
Cash
(2) Allotment of property dividend to shareholders and the total amount
8.00 yen per share of common stock of the Bank, for a total of 5,028,219,920 yen
As 7.50 yen per share was paid as an interim dividend, the total amount of annual dividends will be 15.50 yen per share for the fiscal year ended March 31, 2014.
(3) Effective date of distribution of surplus
June 23, 2014
2. Other matters concerning appropriation of surplus
(1) Item and the amount of surplus to be increased
Special reserve 30,000,000,000 yen
(2) Item and amount of surplus to be decreased
Retained earnings brought forward 30,000,000,000 yen
The terms of office of ten (10) Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of ten (10) Directors is proposed.
The candidates are as follows:
Name (Date of birth) | Brief personal history, positions, responsibilities and significant concurrent positions | Number of the Bank's shares held | |
1 | Katsunori Nakanishi (June 15, 1953) | Apr. 1976 Joined the Bank Dec. 1998 Deputy General Manager of Personnel Dept. Apr. 1999 Senior General Manager of Personnel Dept. Jun. 1999 Senior General Manager of Corporate Administration Dept. Jun. 2001 Director & Executive Officer, General Manager of Corporate Planning Dept. Jun. 2003 Director & Senior Executive Officer Apr. 2005 Director & Senior Executive Officer, Deputy General Manager of Corporate Center in charge of planning and administration Jun. 2005 President & Chief Executive Officer (to present) | 50,300 shares |
3
Name (Date of birth) | Brief personal history, positions, responsibilities and significant concurrent positions | Number of the Bank's shares held | |
2 | Masahiro Goto (July 7, 1952) | Apr. 1976 Joined the Bank Jun. 2000 Senior General Manager of Atami Branch Dec. 2000 Senior General Manager of Fujichuo Branch Nov. 2002 Executive Officer, General Manager of Numazu Branch Jun. 2003 Senior Executive Officer, Eastern Area Business Unit Jun. 2005 Senior Executive Officer, Central Area Business Unit Apr. 2007 Senior Executive Officer, Deputy General Manager of Banking Division in charge of sales and marketing Jun. 2007 Director & Senior Executive Officer, Deputy General Manager of Banking Division in charge of administrations Jun. 2008 Director & Senior Executive Officer, Deputy General Manager of Banking Division in charge of sales and marketing Jun. 2010 Director & Senior Managing Executive Officer, General Manager of Banking Division Jun. 2012 Deputy President & Chief Operating Officer, General Manager of Banking Division, in charge of special assignment on cross-organizational challenges Apr. 2013 Deputy President & Chief Operating Officer, General Manager of Banking Division, in charge of special assignment on cross-organizational challenges, Operations Planning Dept. and Operations Dept. (to present) | 47,508 shares |
3 | Akihiro Nakamura (May 21, 1955) | Apr. 1979 Joined the Bank May 1997 General Manager of Toyoda Branch Jun. 1999 General Manager of Los Angeles Branch Oct. 2001 General Manager of Ginza Branch Jun. 2003 General Manager of Corporate Planning Dept. Jun. 2004 Senior General Manager of Corporate Planning Dept. Jun. 2005 Executive Officer, General Manager of Corporate Planning Dept. Jun. 2007 Executive Officer, General Manager of Tokyo Branch Jun. 2009 Director & Senior Executive Officer, Deputy General Manager of Corporate Center in charge of corporate administration, and Deputy General Manager of Corporate Center in charge of compliance Jun. 2010 Director & Senior Executive Officer, Deputy General Manager of Corporate Center in charge of corporate planning and corporate administration Jun. 2012 Director & Senior Managing Executive Officer, General Manager of Corporate Center in charge of Corporate Planning Dept. and Risk Management Dept. (to present) | 26,000 shares |
4
Name (Date of birth) | Brief personal history, positions, responsibilities and significant concurrent positions | Number of the Bank's shares held | |
4 | Itsuro Hitosugi (June 15, 1956) | Apr. 1980 Joined the Bank Dec. 1996 Deputy General Manager, Personnel Dept. Jun. 1999 General Manager of Human Resources Development Group, Corporate Administration Dept. Dec. 2001 General Manager of Shinjuku Branch Jun. 2003 General Manager of Ginza Branch Feb. 2005 General Manager of Kakegawa Branch Jun. 2005 Senior General Manager of Kakegawa Branch Apr. 2007 Joint General Manager, Corporate Planning Dept. Jun. 2007 Senior General Manager, Corporate Planning Dept. Jun. 2008 Executive Officer, General Manager of Corporate Planning Dept. Jun. 2009 Senior Executive Officer, Metropolitan Business Unit and General Manager of Tokyo Branch Jun. 2010 Senior Executive Officer, Deputy General Manager of Banking Division in charge of securities and international business, Metropolitan Business Unit and General Manager of Tokyo Branch Jun. 2012 Director & Senior Executive Officer, Deputy General Manager of Banking Division in charge of sales and marketing Apr. 2013 Director & Senior Executive Officer, Deputy General Manager of Banking Division in charge of sales and marketing, and in charge of Business Promotion Dept., Corporate Banking Dept., Personal Banking Dept., International Dept. and Area Business Units (to present) | 9,050 shares |
5 | Hiroki Saito (March 17, 1958) | Apr. 1981 Joined the Bank Jun. 1997 Deputy General Manager, Hamamatsu Branch Jun. 1998 General Manager of Hamamatsutakaoka Branch Jan. 2000 Deputy General Manager, Corporate Business Planning and Promotion Group, Corporate Banking Dept. Apr. 2001 General Manager of Corporate Business Planning and Promotion Group, Corporate Banking Dept. Jun. 2002 General Manager of Corporate Business Promotion Group, Corporate Banking Dept. Jun. 2003 General Manager of Numazuekihoku Branch Jan. 2007 Joint General Manager, Corporate Administration Dept. Jun. 2007 Senior General Manager of Corporate Administration Dept. Jan. 2010 Executive Officer, General Manager of Corporate Administration Dept. Jun. 2012 Director and Senior Executive Officer, Deputy General Manager of Corporate Center in charge of corporate administration and compliance, in charge of Corporate Administration Dept. and Compliance Dept. (to present) | 9,000 shares |
5
Name (Date of birth) | Brief personal history, positions, responsibilities and significant concurrent positions | Number of the Bank's shares held | |
6 | Yoshihiro Nagasawa (November 30, 1956) | Apr. 1980 Joined the Bank Dec. 1996 Deputy General Manager, Fujichuo Branch Dec. 1997 General Manager of Shizuhata Branch Jun. 1999 General Manager of Research Group, Credit Dept. Jun. 2002 Deputy General Manager of Head Office Jun. 2004 General Manager of Mishima Branch Jun. 2005 Senior General Manager of Mishima Branch Jan. 2007 Senior General Manager of Credit Dept. Apr. 2010 Executive Officer, General Manager of Credit Dept. Jun. 2011 Executive Officer, General Manager of Head Office Jun. 2013 Director & Senior Executive Officer, Deputy General Manager of Banking Division in charge of credit, in charge of Credit Dept., and Business Support Dept. (to present) | 9,000 shares |
7 | *Hisashi Shibata (November 18, 1963) | Apr. 1986 Joined the Bank Jan. 2003 Deputy General Manager, Head Office Jun. 2004 Dispatched to Regional Banks Association of Japan as Deputy General Manager and Deputy General Manager of Tokyo Office, Corporate Planning Dept. Jun. 2005 General Manager of Corporate Planning Group, Corporate Planning Dept. Jun. 2009 Senior General Manager of Corporate Planning Dept. Apr. 2011 Senior General Manager of Gofukucho Branch Jun. 2011 Executive Officer, General Manager of Gofukucho Branch Jun. 2012 Senior Executive Officer, Deputy General Manager of Banking Division in charge of securities and international business, General Manager of Metropolitan Business Unit and General Manager of Tokyo Branch Apr. 2013 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 Branch Oct. 2013 Senior Executive Officer, Deputy General Manager of Banking Division in charge of Metropolitan Division, General Manager of Metropolitan Business Unit, General Manager of Tokyo Office and in charge of Treasury Dept. (to present) | 7,000 shares |
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Name (Date of birth) | Brief personal history, positions, responsibilities and significant concurrent positions | Number of the Bank's shares held | |
8 | *Minoru Yagi (May 7, 1963) | Apr. 1987 Joined the Bank Jun. 2003 Dispatched to Shizugin Management Consulting Co., Ltd. as Assistant Manager Jun. 2004 General Manager of Human Resources Development Group, Corporate Administration Dept. Jun. 2008 General Manager of Shintori Branch Jan. 2010 General Manager of Yaizu Branch Apr. 2011 Senior General Manager of Corporate Planning Dept. Jun. 2012 Executive Officer, General Manager of Corporate Planning Dept. (to present) | 5,000 shares |
9 | Yukihiro Fushimi (April 13, 1952) | Apr. 1976 Joined the Bank Jun. 1997 Deputy General Manager of Personnel Dept. Dec. 1998 General Manager of Ikebukuro Branch Apr. 2001 General Manager of Audit Dept. Jun. 2001 Senior General Manager of Audit Dept. Nov. 2002 Senior General Manager of Fujichuo Branch Jun. 2004 Executive Officer, General Manager of Nagoya Branch and Chief Representative of Nagoya Liaison Office, Corporate Planning Dept. Jun. 2005 Director & Executive Officer, Deputy General Manager of Corporate Center in charge of compliance and risk management, General Manager of Risk Management Dept. Jun. 2007 Director & Senior Executive Officer, Deputy General Manager of Corporate Center in charge of compliance and risk management Jun. 2009 Audit & Supervisory Board Member (full-time) Jun. 2012 Director (part-time) (to present) Chairman of Shizugin Business Create Co., Ltd. (to present) (Significant concurrent positions) Chairman of Shizugin Business Create Co., Ltd. | 26,270 shares |
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Name (Date of birth) | Brief personal history, positions, responsibilities and significant concurrent positions | Number of the Bank's shares held | |
10 | Kumi Fujisawa (March 15, 1967) | Apr. 1995 Established IFIS Limited Representative Director of the same (retired in July 1999) Jun. 2000 Director, SophiaBank Limited Apr. 2005 Visiting Professor, Hosei University Graduate School (to present) Executive Director, The Investment Trusts Association, Japan (to present) Jun. 2006 Audit & Supervisory Board Member, Trenders Inc. (retired in June 2010) Jul. 2006 Director, Symmetry Japan Inc. (to present) Jun. 2011 Public Governor, Japan Securities Dealers Association (to present) Feb. 2012 Director, Incorporated Organization for Supporting the Turnaround of Businesses Damaged by the Great East Japan Earthquake (to present) Jun. 2013 Director of the Bank (part-time) (to present) Audit & Supervisory Board Member, Music Securities, Inc. (to present) Aug. 2013 President, SophiaBank Limited (to present) (Significant concurrent positions) President, SophiaBank Limited | 0 shares |
(Notes) 1. * indicates a candidate to be posted as a Director of the Bank for the first time.
2. No special interest exists between any of the candidate for Directors and the Bank.
3. Ms. Kumi Fujisawa is a candidate to become an Outside Director. The Bank has registered her as an independent officer with the Tokyo Stock Exchange Inc., as she 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 Inc. and the criteria for designating independent directors as stipulated by the Bank.
4. Ms. Kumi Fujisawa has 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 president. She has been in various public positions, including committee member of the Financial System Council of the Financial Services Agency. As it is our judgment that she will make use of her abundant experience and knowledge for the management and supervision of the Bank, we propose her election as an Outside Director. The term of office as Outside Director of Ms. Kumi Fujisawa will be one year upon the conclusion of this annual general meeting of shareholders.
5. Limited liability agreements with Outside Directors
In order to ensure that the Bank is able to appoint qualified human resources as its Outside Directors, the Bank has established a provision concerning limited liability agreements with the Outside Directors in the current Articles of Incorporation. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Bank has
concluded an agreement with Ms. Kumi Fujisawa to limit her liability provided for in Article 423, paragraph 1 of the Companies Act and the agreement is to be continued when she is re-elected as an Outside Director of the Bank. The limitation of liability under the agreement shall be the minimum liability amount provided in Article 425, paragraph 1 of the Companies Act.
6. There are no matters other than those stated above that should be included in the proposals concerning the election of directors as stipulated by Article 74 of the Ordinance for Enforcement of the Companies Act of Japan.
7. With regard to Ms. Kumi Fujisawa, the candidate for Outside Director, the name "Kumi Fujisawa" is used for professional purpose only, and stated above as such due to its high recognition to the public, whereas her name in
the domiciliary register is Kumi Tsunoda.
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Proposal No. 3: Election of One (1) Substitute Audit & Supervisory Board Member
In preparation for circumstances where the number of incumbent Audit & Supervisory Board Members becomes less than that required by laws and regulations, the election of one (1) Substitute Audit & Supervisory Board Member is proposed.
The Audit & Supervisory Board has approved this proposal in advance. The candidate is as follows:
Name (Date of birth) | Brief personal history, positions, responsibilities, and significant concurrent positions | Number of the Bank's shares held |
Yoshinori Mitsui (November 25, 1948) | Oct. 1973 Representative Director & President, ARBEIT-TIMES CO., LTD. Apr. 1999 Representative Director & Chairman, ARBEIT-TIMES CO., LTD. May 2003 Chairman, ARBEIT-TIMES CO., LTD. (retired in May 2004) March 2006 President, Mitsui Skill Development Support Incorporated Foundation Jun. 2008 Substitute Audit & Supervisory Board Member of the Bank Jun. 2009 Audit & Supervisory Board Member (part-time) of the Bank Apr. 2012 President, Public Interest Incorporated Foundation for Skill Development Support (to present) Jun. 2013 Substitute Audit & Supervisory Board Member of the Bank (to present) (Significant concurrent positions) President, Public Interest Incorporated Foundation for Skill Development Support | 22,000 shares |
(Notes) 1. No special interest exists between the candidate for Substitute Audit & Supervisory Board Member and the Bank.
2. Mr. Yoshinori Mitsui is a candidate to become an Outside Substitute Audit & Supervisory Board Member.
3. Mr. Yoshinori Mitsui, a founder of ARBEIT-TIMES CO., LTD. who served as its representative director for a number of years, currently serves as President of Public Interest Incorporated Foundation for Skill Development Support and has a wealth of experience and knowledge as a corporate manager. He also served as an Audit & Supervisory Board Member (part-time) of the Bank for four years since June 2009, and in March 2010, the Bank registered him with the Tokyo Stock Exchange as an independent officer stipulated under the regulations of the Exchange. As it is our judgment that he will be able to make use of his abundant experience for audit activities of the Bank, we propose his election as a Substitute Audit & Supervisory Board Member.
4. If Mr. Yoshinori Mitsui assumes office as an Audit & Supervisory Board Member after the approval of the election, the Bank will register him with the Tokyo Stock Exchange as an independent officer stipulated under the
regulations of the Exchange.
5. Limited liability agreements with Outside Audit & Supervisory Board Members
In order to ensure that the Bank is able to invite qualified human resources as its Audit & Supervisory Board Members, the Bank has established a provision concerning limited liability agreements with the Outside Audit & Supervisory Board Members in the current Articles of Incorporation. If Mr. Yoshinori Mitsui assumes the office of Audit & Supervisory Board Member after the approval of the election, the Bank will conclude an agreement with him pursuant to the provisions of Article 427, paragraph 1 of the Companies Act to limit his liability provided for in Article 423, paragraph 1 of the Companies Act. The limitation of liability under the agreement shall be the minimum liability amount provided in Article 425, paragraph 1 of the Companies Act.
6. There are no matters other than those stated above that should be included in the proposals concerning the election of Audit & Supervisory Board Members as stipulated in Article 76 of the Ordinance for Enforcement of the
Companies Act of Japan.
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Information on Exercising Voting Rights via the InternetPlease read and acknowledge the following matters before exercising your voting rights via the Internet.
1. Exercising Voting Rights via the Internet
(1) Voting rights can be exercised via the Internet by accessing the website designated by the Company exclusively for the purpose of exercising voting rights (http://www.e-sokai.jp). This website for the exercise of voting rights is also accessible from the Internet via mobile phones.
* If you have a mobile phone with barcode-reading functions, you can access the exclusive website for the exercise of voting rights by scanning the "QR Code®" shown at the right.
For instructions, please see the owner's manual or operating instructions for your mobile phone.
("QR Code" is a registered trademark of DENSO WAVE INCORPORATED.)
(2) When exercising your voting rights via the Internet, please use the "proxy code" and "password" noted on the enclosed Voting Rights Exercise Form and enter your approval or disapproval for the proposals according to the directions on the screen.
(3) We will accept voting via the Internet up to 5:00 p.m. on Thursday, June 19, 2014. You are cordially requested, however, to exercise your voting rights early to facilitate the timely recording of votes.
(4) If you exercise your voting rights both via the Internet and writing on the Voting Rights Exercise Form, only the vote via the Internet will be deemed as valid.
(5) If you exercise your voting rights via the Internet more than once, or if you exercise your voting rights via the Internet using both a personal computer and mobile phone, only your last vote will be deemed as valid.
(6) All communication charges, etc. required for the exercise of voting rights shall be borne by shareholders.
Management trust banks and other nominee shareholders (including standing proxies), by applying in advance for use of the Electronic Voting Platform for Institutional Investors managed by ICJ Inc., a joint company established by the Tokyo Stock Exchange Group Inc. and other entities, are able to use the Platform as an alternative to the method for exercising the voting rights via the Internet described in 1. above.
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[System Environment for the exercise of voting rights via the Internet]
The following system environment is required for the use of the website for the exercise of voting rights.
1. When using a PC
1) Internet access
2) A display monitor with SVGA resolution (800 (W)× 600 (H) pixels) or higher.
3) Microsoft® Internet Explorer Version 5.01 SP2 (or above) must be installed as your browser.
4) A hardware environment in which the above browser can be used.
5) The Reference Documents for the General Meeting of Shareholders and the Business Report, etc. on the website for the exercise of voting rights can only be viewed from your PC if Adobe® Acrobat® Reader® Version 4.0 (or above) or Adobe® Reader® Version 6.0 (or above) is installed.
* Internet Explorer is a registered trademark, trademark, or product name of Microsoft Corporation (U.S.A.) in the U.S.A. and/or other countries. Adobe® Acrobat® Reader® and Adobe® Reader® are registered trademarks, trademarks, or product names of Adobe Systems Incorporated (U.S.A.) in the U.S.A. and/or other countries.
* You may download all of the above software without charge from the respective company websites.
2. When using a mobile phone
1) Either "i-mode," "EZweb," or "Yahoo! mobile" can be used as an Internet access service.
2) The device must be capable of 128bitSSL telecommunication (encrypted communication).
(For security reasons, the website for the exercise of voting rights is only configured to support
128bitSSL telecommunications (encrypted communication). Consequently, certain devices cannot be used. Voting rights can also be exercised using a full web browser for mobile phones (including smartphones). Please note, however, that certain devices cannot be used.)
* i-mode, EZweb, Yahoo!, and Yahoo! mobile are registered trademarks, trademarks, or service names of NTT DOCOMO, INC., KDDI CORPORATION, Yahoo! Inc. (U.S.A.), and SOFTBANK MOBILE Corp., respectively.
《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 the following 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).11
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