The transactions pursuant to the joint share transfer described in this document involve securities of a Japanese company. The
joint share transfer is subject to disclosure requirements of Japan that are different from those of the United States. Financial
information included in this document, if any, was excerpted from financial statements prepared in accordance with foreign
accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws,
since the issuer is located in Japan and some or all of its officers and directors reside outside of the United States. You may not
be able to sue a Japanese company or its officers or directors in a Japanese court for violations of the U.S. securities laws. It may
be difficult to compel a Japanese company and its affiliates to subject themselves to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities otherwise than under the joint share transfer, such as in the open
market or through privately negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. In the event of any conflictor discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevail in all
respects.

The 113th Annual General Meeting of Shareholders
Reference Documents for the General Meeting of Shareholders <Supplement>
Proposal 2 Approval of Share Transfer Plan With The Chukyo Bank, Limited.
1. Details of Financial Statements, etc. for Chukyo Bank’s Final Business Year
(Period Ending March 2022)
1(“5. Matters Concerning Chukyo Bank” on page 40 of the Convocation Notice)

2. Details of Rights to Subscribe for New Shares

25(“Share Transfer Plan (copy)” on pages 14-37 of the Convocation Notice and Exhibit 2-(1)-1 to
Exhibit 3-(9)-2 of “4. Matters Concerning Appropriateness of Provisions for Matters Listed in
Subparagraph (ix) and Subparagraph (x) of Article 773(1) of the Companies Act” on pages 38-39
of the Convocation Notice)

The Aichi Bank, Ltd.
Securities Code: 8527

­1­

Details of Financial Statements, etc. for Chukyo Bank’s Final Business Year (Period Ending March 2022)
Business report for the 116th fiscal year (from April 1, 2021 to March 31, 2022)

1

Current situation of the Bank
(1) Progress and results of business, etc.
(Description of principal businesses)
Through a total of 87 locations, including its head office, 25 in-store offices, and 1 Internet branch, the Bank provides
deposit, lending, domestic transfer, foreign exchange, securities investment and other similar services, together with overthe-counter sales of government bonds, investment trusts, and insurance, etc., and other associated services.
(Financial and economic environment)
During the fiscal year under review, the domestic economy continued to rebound, but the Covid-19 pandemic resulted indifficult circumstances for some non-manufacturing sectors, etc. With economic and social activities beginning tonormalize, a range of policy measures combined with improvements in the international economy to produce a recovery,
primarily in capital investments and production, but consumer spending and non-manufacturing continued to be weak.
In our region, a recovery trend was observed throughout the year, but more recently, exports and production have begun
to stall and the recovery appears to have waned.
On the financial side, the Bank of Japan maintained and reinforced quantitative and qualitative monetary easing measures,
including manipulation of long and short-term interest rates to support corporate, etc. cash flows and maintain stability infinancial markets. Long-term interest rates were within the range of 0.00% to + 0.25%. Overnight interest rates were
within the range of - 0.06% to 0.00%. On stock markets, US stocks experienced instability resulting from the reorientationof FRB policy, together with impacts from the situation in Ukraine and other factors in the external environment. The
closing price at the end of the fiscal year was 27,821 yen, down 1,357 yen from the end of the previous fiscal year.

(Progress and results of business)
Within these financial and economic circumstances, the Bank commenced the <CX Plan>, its 18th medium-term businessplan, from April 2021. Under the <CX Plan>, the Bank moved forward on measures designed to convert it into a"community-oriented consulting company with financial functions," seeking to become a company that contributes to thegrowth of the local community by providing comprehensive and timely financial intermediary functions together withgeneral consulting according to the customer's life stage.
For customers operating businesses, the Bank provided financial support to mitigate the impacts of the Covid-19
pandemic, and conducted regular interview surveys with customers to identify the business challenges that they face,
propose solutions, and provide consulting services. As an institution that collaborates with its customers, the Bank
endeavored to contribute to the activation of the local economy and the solution of social issues. The Bank enhanced its
menu of solutions in both quality and quantity terms, focusing on business succession and talent recruitment. At the end of
the fiscal year, it offered a menu of 157 solutions, further supporting businesses and enterprise value enhancement for its
customers.
For individual customers, the Bank launched "<Chukyo> Omakase Navi," a hybrid discretionary investment service thatbrings together face-to-face and on-line approaches. This and other efforts supported customer asset creation. To enhance
non-face-to-face channels and meet a more diverse range of needs, the Bank launched a smartphone-based web
acceptance service for "web account opening," together with linkage of accounts to the "BankPay" smartphone payments
service.
From April 2021 to February 2022, the Bank converted 22 locations to in-store offices, enabling it to reduce andconcentrate its business resources and strategically reallocate them to priority locations and measures. In November 2021,­2­

it relocated the Shibata Office and moved the Tokai Office, formerly an in-store office, to a new standalone location.
At the end of the fiscal year, the Bank had a total of 87 offices, including 25 in-store offices and 1 Internet office, a totalof 61 locations, and 26 off-premises ATMs.
In October 2019, the Bank published the "Chukyo Bank SDGs Declaration," seeking to use its core services as a regional
financial institution to achieve a sustainable society. Efforts under the declaration include a Chukyo SDGs privatelyplaced bond called "Mirai Yell," and the donation of a part of the trust fees for "Global ESG Balance Fund (Nickname:"Blue Earth")" to the "Aichi Comprehensive Prefectural Strategy for the Promotion of Communities, People and Jobs." In
October 2021, the Bank announced initiatives to tackle sustainability issues and adopted a policy of adapting to therecommendations of the TCFD (Task Force on Climate-related Financial Disclosures). It continues to work towards theachievement of a decarbonized society, adopting CO2-free electric power at the head office building and all branch
offices in Aichi, making its facilities and equipment friendlier to the environment and increasing its use of renewableenergy.
The Bank also contributes to the achievement of a sustainable local community by providing assistance to customers in
the region working toward SDGs.
These efforts and initiatives produced the following results for the Bank.
Deposits declined by 37.2 billion yen during the fiscal year for a year-end balance of 1,860.2 billion yen. This was due tothe conversion of standalone offices to in-store offices, which reduced convenience for some customers.
Loans increased by 13.5 billion yen during the fiscal year for a year-end balance of 1,549.1 billion yen. In addition toproviding financial support for customers impacted by changing domestic and international circumstances and risingresource prices, the Bank also responded proactively to the demand for funds among individual customers, primarily forhome loans.
Securities declined by 25.5 billion yen during the fiscal year for a year-end balance of 406 billion yen, the result of
declines for domestic bonds and stock.
Ordinary income was 31,459 million yen, a decline of 536 million yen compared to the previous fiscal year. Interest on
loans increased, as did income from commissions and fees for corporate-related services, the result of proactive proposals
to provide management support. Nonetheless, interest and dividends on securities and profit on the sale of government
bonds and other bonds declined. Ordinary expenses were 24,932 million yen, a decline of 2,243 million yen compared tothe previous year. The primary factors were declines in property-related expenses and in losses on the sale of government
bonds and other bonds. As a result, ordinary income was 6,526 million yen, an increase of 1,706 million yen over theprevious year, for net income of 4,246 million yen, an increase of 794 million yen over the previous year.
The net worth ratio increased by 0.38 points over the previous year to 8.71%.
(Challenges to be addressed by the Bank)
In the domestic Japanese economy and in Aichi, the primary base of operations for the Bank, the effect of government
measures and improvements in the international economy are expected to produce a recovery in business conditions, but
the Bank is also cognizant of the risk of a downturn due to the uncertainties over Ukraine, rising resource prices, morevolatile financial and capital markets, and constraints on supply.
Over the medium and long term, the Bank looks for new forms of competition spurred by the declining population andresulting contraction of domestic markets, and by digitalization, which has only been accelerated by the Covid-19
pandemic. We therefore recognize the need for fundamental changes in our business model so that it is better adapted to
rapidly changing environments, including the increasingly diverse needs of customers at different stages of life, anddeclining profitability from profits on deposits and interest and dividends on securities.
<CX Plan>, the Bank's 18th medium-term business plan, articulates concrete measures to respond to this challenging
business environment.
<CX Plan> groups these measures into three basic strategies: 1) business transformation, 2) base of operationstransformation, and 3) corporate culture transformation. In 1) business transformation, the Bank has begun to see resultsfrom its emphasis on dialogue with and collaborative support for customers, endeavoring to simultaneously achieve the­3­

SDGs for the local community while developing the region's strongest ability to propose solutions to the challenges facedby customers and support their sustainable growth. In 2) base of operations transformation, the Bank is on its way toachieving a low-cost business structure by optimizing its office network, enhancing its head office functions, increasing
the efficiency of head office and branch office operations, and actively employing IT and digital technologies. In 3)
corporate culture transformation, the Bank has trained and reassigned staff to support the new business model, creating anenvironment that rewards contribution and ability, and introducing a new HR system in April 2022 that is more conducive
to a wider range of work styles. To support local economies impacted by Covid-19, the Bank has adopted forward-looking
techniques to the calculation of reserves, actively providing lending and debt restructuring to enterprises impacted by
Covid 19 now to avoid reserve shortfalls in the future.
On December 10, 2021, the Bank reached a basic agreement on business integration with Aichi Bank and, as a result ofconsultations and studies by the two banks, executed a business integration contract on May 11 of this year, at which time
it formulated a share transfer plan.
Assuming that the plan is approved by the General Meeting of Shareholders and receives the required permits andapprovals from the authorities, a joint transfer of stock will result in the establishment of "Aichi Financial Group, Ltd." as
the full parent company of both banks on October 3, 2022.
The financial group will endeavor to enhance its corporate value and respond to the expectations of its stakeholders by
responding to the changing business environment through enhancements to a stable base of operations and increases in
profitability. This will be accomplished by leveraging the Business Integration so as to allow the financial group to
increase its market share, inject additional resources, and build a sustainable business model.
We look forward to the continuing understanding and support of our shareholders in these endeavors.

­4­

(2) Assets, profits and losses(Unit: 1 million yen)
FY2018Deposits
Term and savings deposits
OthersCorporate bonds

FY2019FY2020

FY2021

1,774,106

1,775,409

1,897,423

1,860,209

749,219

727,165

680,511659,363

1,024,886

1,048,244

1,216,912

1,200,845

5,000

5,000

5,000

5,000

1,312,658

1,363,390

1,535,569

1,549,149

Individuals

312,572

319,714

326,062

331,191

Small and medium enterprises

785,993

803,308

914,160

894,834

Others214,092

240,366

295,346

323,122

-

-

-

-

514,909493,296

431,557

406,056

Government bonds

160,026

132,266

112,714

106,489

Others354,882

361,029

318,842

299,566

Total assets

1,953,617

1,972,239

2,103,286

2,345,171

Loans and bills discounted

Available-for-sale securities
Securities

Domestic transfer volume7,486,121

7,386,441

6,713,349

7,253,359

Foreign-exchange volume

1 million dollars
836

1 million dollars
763

1 million dollars
801

1 million dollars
731

Ordinary income

4,109

3,938

4,820

6,526

Net income

3,474
Yen
160.193,127
Yen
144.14

3,452
Yen
159.05

4,246
Yen
195.13

Net income per share(Notes) 1. Stated monetary amounts are rounded down to the nearest unit.
2. Loans to small and medium enterprises consist of loans to the operators of small and medium enterprises under Article 2 of the "Small and Medium-sized Enterprise BasicAct."
3. Net income per share is calculated by dividing net income by the average number of issued and outstanding shares during the fiscal year (number of shares excluding
treasury stock).

(3) Employees
End of the fiscal year
Number of employees

882

Average age

40 years and 4 months

Average years of service

16 years and 11 months

Average monthly wage

384,000 yen(Notes) 1. The number of employees does not include temporary staff or contract staff.
2. Average age, average years of service and average monthly wages are rounded down to the nearest unit for presentation.
3. Average monthly wages are the average monthly wage, including March overtime wages, but excluding bonuses and commuter allowances.

­5­(4) Offices and other locations
a Number of offices
End of the fiscal year
Locations

Of which, extension offices

Aichi Prefecture

67

(1)

Mie Prefecture

15

(0)

Shizuoka Prefecture

1(0)Osaka Prefecture

3(0)Tokyo Prefecture

1

(0)

Total

87

(1)

(Notes) In addition, the Bank had 26 off-premises automated teller machine at the end of the fiscal year.

b Below are the offices that newly opened, closed, or changed format during the fiscal year.
〇 Newly opened offices
Not applicable.
〇 Closed offices
Not applicable.
〇 Offices changing format
Not applicable.
Below are the new installations and removals of off-premises automated teller machines during the fiscal year.
〇 Newly installed off-premises automated teller machines
Shibata Office Tokai Extension Office
Narumi Office Okebazama Extension OfficeKasadera Office Oe Extension Office Yokkaichi Office Tomita Extension Office
Yokkaichi Office Nabari Extension Office Matsuzaka Office Ise Extension Office
Kuwana Office Nishi Kuwana Extension Office
Kuwana Office Daian Extension Office〇 Off-premises automated teller machines removed
Not applicable.
c List of bank agents
Not applicable.
d Bank agency services, etc. conducted by the Bank
Not applicable.

­6­(5) Capital investmentsa Total capital investment(Unit: 1 million yen)
Total capital investment

2,115

b New installations, etc. of major equipment(Unit: 1 million yen)
Description

Amount(New installation)
Nakamura Office land and building purchase

650

Subsystem virtualization platform upgrade

119

Shibata Office land and building purchase

114(Sale)
Former Nakamura Office138(6) Important matters concerning parent company and subsidiaries, etc.
a Parent company
Not applicable.
b Subsidiaries, etc.
Description of businessStatedcapitalPercentage of voting rights ofsubsidiary held by the Bank

OthersName of company

Address

Chukyo Card Co., Ltd.

20-5 Daikan-cho,Higashi-ku, Nagoya

Credit card business
Credit guarantee businessmillion yen
60%
100.00－

Chukyo Finance, Ltd.

33-13, Sakae 3chome, Naka-ku,
NagoyaCollections agency services

50

100.00－(Notes) The Bank has the following two subsidiaries and affiliated entities, etc.
For the fiscal year, consolidated ordinary income was 31,528 million yen and net income per share (attributable to parent company shareholders) 3,728 million yen.

­7­

Overview of important operational alliances
1. The 37 regional banks that are members of The Second Association of Regional Banks have an alliance to provide
automated teller services through mutual access to their automated teller machines (abbreviated as "SCS").
2. The 37 regional banks that are members of The Second Association of Regional Banks, 5 city banks, 3 trust banks, 62
regional banks, 255 shinkin banks (including Shinkin Central Bank), 141 credit unions (including The Shinkumi
Federation Bank), 613 agricultural cooperative and fishing cooperative credit unions (including The Norinchukin Bankand Shinren), and 14 labor banks (including The Rokinren Bank) have an automated teller service that provides formutual access to their automated teller machines (abbreviated as "MICS").
3. The 37 regional banks that are members of The Second Association of Regional Banks have a multi-bank reportservice that uses an ISDN circuit exchange network to transfer data, enabling the transmission and receipt of generaltransfer and other data with companies and transmission of deposit and withdrawal statements and similar reports(abbreviated as "SDS").
4. The Bank has alliances with MUFG Bank, The Aichi Bank, Bank of Nagoya, The Hyakugo Bank, The Juroku Bank,San ju San Bank and AEON Bank providing mutual access to automated teller machines, and mutually free fees forthe use of other-institution automated tellers.
5. The Bank has an alliance with Japan Post Bank providing mutual access to automated teller machines for automateddeposit and withdrawal services.
6. The Bank has alliances with Seven Bank, E-net and Lawson Bank to provide automated teller deposit and withdrawal
services through the automated teller machines installed in convenience stores, etc.
(7) Business transfers, etc.
Not applicable.
(8) Other important matters concerning the status of the bank
The business integration with The Aichi Bank, Ltd. is described in (1) Progress and results, etc. of business (challenges tobe addressed by the Bank).

­8­

2

Matters related to corporate officers (directors and auditors)(1) Corporate officers(As at the end of the fiscal year)
Name
Shigenobu Tokuoka
Hideo Kobayashi

Noriaki Kojima

Toshiyuki Wakao

Hiroshi Kawai
Junko Hiratsuka

Position and responsibilities

Significant concurrent positions

OthersChairman (Representative Director)
President (Representative Director)(Concurrent service as executive officer)
Internal auditing Department
Director and Senior Managing Executive Officer(Representative Director)
General Planning and Administration Department
Funds Department
Sales Promotion Department
Sales Planning Department
Corporate Strategy Planning Department
Tokyo OfficeDirector and Managing Executive Officer
Human Resources Department
Loan Management Department
Director and Executive Officer
Risk Management Department
Operations Administration Department
Director and Executive Officer
General Manager of Sales Planning Department

Yuki Shibata

Director (External Director)

Hiroyuki Noguchi

Director (External Director)

Akihiro Maeda

Full-Time Statutory Auditor

Kazuhiko Kimura

Auditor (External Auditor)

External Auditor, Nippon Thompson Co., Ltd.

Yoshiko Kurimoto

Auditor (External Auditor)

Councilor, Aichi International Association
Director, Aichi Prefectural Welfare Services
Corporation

Chairman, Nippon Mutual Housing Loan Co.,Ltd.
Auditor, Shintohsho Real Estate Corporation(Notes) 1. Full-time Auditor Akihiro Maeda, Auditor Kazuhiko Kimura, and Auditor Yoshiko Kurimoto have expertise in finance and accounting as described below.
・ Full-time Auditor Akihiro Maeda has developed considerable expertise in finance and accounting as a result of many years of experience at the Bank.
・ Auditor Kazuhiko Kimura has developed considerable expertise in finance and accounting as a result of many years of experience at financial institutions.
・ Auditor Yoshiko Kurimoto has developed considerable expertise in finance and accounting as a result of experience as the Director of the Auditing Committee Secretariat
and other positions after joining the Aichi Prefectural government.
2. The Bank has submitted notification to the Tokyo Stock Exchange and Nagoya Stock Exchange of the positions of external directors and external auditors as independent
officers in accordance with the respective provisions of the exchanges.

­9­(2) Remuneration, etc. payable to Company Officers
1) Total amount of officer remuneration

Category

Total remuneration, etc. by category (1 million yen)
Total remuneration, etc. Fixed remuneration Variable remuneration
Stock options as(1 million yen)(monetary(monetary
remuneration
remuneration)
remuneration)

Number paid

Directors (excluding external directors)

151

105

8

36

7

Auditors (excluding external auditors)

16

15

0

－

2

External Directors

11

10

0

－

3

External Auditors

9

9

0

－

2

Total

188

140

11

36

14

(Notes) 1. Stated monetary amounts are rounded down to the nearest million yen.
2. The above includes two directors (of which, one is an external director) and one auditor who resigned as of the end of the 115th Annual General Meeting of Shareholders on
June 25, 2021.
3. The stated amount of variable remuneration is the executive bonus scheduled for payment in June 2022.
4. Stock options as remuneration are non-cash remuneration, and the policies for allocation are described in "3) Remuneration, etc. policies."

2) General Meeting of Shareholders resolution on director and auditor remuneration, etc.
The 100th Annual General Meeting of Shareholders held on June 29, 2006 resolved a ceiling on director remunerationof 200 million yen per year, and a ceiling on auditor remuneration of 50 million yen per year. At the end of that
General Meeting of Shareholders, the Bank had six directors (of which, zero were external directors) and four auditors(of which, two were external auditors).
The 107th Annual General Meeting of Shareholders held on June 21, 2013 resolved a ceiling of 50 million yen on
stock option remuneration to directors. This remuneration is separate from monetary remuneration to directors. At theend of that General Meeting of Shareholders, the Bank had seven directors (excluding external directors).
3) Remuneration, etc. policies
The Bank has adopted the following policies for determining executive remuneration, etc. for the purpose of
improving enterprise value over the medium and long term.
(a) Fixed remuneration takes into account the officer's duties, evaluation, and results, etc.
(b) Variable remuneration (executive bonus) is determined in light of the Bank's results, etc.
(c) External directors and auditors are not eligible for stock options as remuneration because their positions are
independent of the execution of operations, but they are granted stock acquisition rights according to theirpositions as officers for the purpose of improving enterprise value and increasing share prices and motivation overthe medium and long term. These stock acquisition rights have fixed periods for the exercise of rights.

­ 10 ­

A meeting of the Board of Directors on June 26, 2015 resolved to adopt the following policies for determining the
remuneration, etc. of individual directors of the Bank. This resolution of the Board of Directors was adopted in light of
the response to inquiries from the Board provided by a Remuneration Committee chaired by an external director. The
Board of Directors determined to act in accordance with the stated policies after finding the remunerations, etc. forindividual directors during the fiscal year under review to be consistent with the policy, the finalized remunerations,etc. to be consistent with the resolution of the Board of Directors, and the response of the Remuneration Committee tohave been respected.
Individual auditor remunerations, etc. are determined in consultation with the auditor within the remuneration ceiling
resolved by the 100th Annual General Meeting of Shareholders on June 29, 2006.
(3) Liability limitation contracts
Outline of limited liability agreements

NameYuki Shibata(External Director)
Hiroyuki Noguchi(External Director)
Kazuhiko Kimura(External Auditor)
Yoshiko Kurimoto(External Auditor)

The Bank executes liability limitation contracts with external directors under Article 31 of the Articles ofIncorporation.
[Limitation of Liability Agreements with External Directors]
From the contract execution date onward, the maximum liability to external directors in compensation fordamages inflicted on the Bank in relation to Article 423(1) of the Companies Act is the minimum liability
amount set forth in Article 425 of the Companies Act when external directors, in the performance of theirduties at the Bank, violate laws, ordinances or the Articles of Incorporation in spite of acting in good faithand with no material negligence.
The Bank executes liability limitation contracts with external auditors under Article 43 of the Articles ofIncorporation.
[Description of liability limitation contracts with external auditors]
From the contract execution date onward, the maximum liability to external auditors in compensation fordamages inflicted on the Bank in relation to Article 423(1) of the Companies Act is the minimum liability
amount set forth in Article 425 of the Companies Act when external auditors, in the performance of theirduties at the Bank, violate laws, ordinances or the Articles of Incorporation in spite of acting in good faithand with no material negligence.

(4) Indemnification contracts
Not applicable.
(5) Matters concerning Directors and Officers Liability Insurance Contracts
The Bank has concluded a Directors and Officers Liability Insurance Contract as stipulated in Article 430-3, Paragraph 1of the Companies Act with an insurance company. Below is an outline of the contracts.
Outline of Directors and Officers Liability
Scope of insured parties
Insurance Contract
In the event of claims for compensation fordamages resulting from actions taken by the
insured party in relation to operations as an officerof the Bank (including non-action), contracts
indemnify the insured party for compensation for
All directors, auditors and executive officers of damages and court costs, etc. However, theDamages, etc. incurred by officers who havethe Bank
committed bribery, other criminal actions, orintentionally broken laws is excluded fromindemnification so as not to undermine theexecution of duties by officers, etc. The Bank pays
all insurance premiums.

­ 11 ­

3

External officers(1) Concurrent positions and other status of external directors
Name

Concurrent positions and other status

Hiroyuki Noguchi(External Director)

Director Hiroyuki Noguchi concurrently serves as Chair at Nippon Mutual Housing Loan Co., Ltd. and
Auditor at Shintohsho Real Estate Corporation. There are no important transactional relationships between
the Bank and either Nippon Mutual Housing Loan Co., Ltd. or Shintohsho Real Estate Corporation.

Kazuhiko Kimura(External Auditor)

Auditor Kazuhiko Kimura concurrently serves as External Auditor at Nippon Thompson Co., Ltd. There are
no important transactional relationships between the Bank and Nippon Thompson Co., Ltd.

Yoshiko Kurimoto(External Auditor)

Auditor Yoshiko Kurimoto concurrently serves as a Councilor for Aichi International Association and a
Director of Aichi Prefectural Welfare Services Corporation. There are no important transactional
relationships between the Bank and either Aichi International Association or Aichi Prefectural Welfare
Services Corporation.

(2) Primary activities of external officers
Comments in Board of Directors meetings and otheractivities
In the Board of Directors, provided advice andrecommendations as necessary on proposals anddeliberations, etc. based on practical perspectives and awealth of experience gained in many years of
involvement in core corporate operations, and functioned
effectively in the supervision of management.
As chair of the Human Resources Committee, attended 5
meetings of the Human Resources Committee during
FY2021 to lead deliberations of human resources-related
matters concerning directors and executive officers.
Additionally served as a member of the Remuneration
Committee and deliberated matters related to themonthly remuneration of directors and executive officers
and the payment of executive bonuses.
In the Board of Directors, provided advice andrecommendations as necessary on proposals anddeliberations, etc. based on broad experience in addition
to perspectives as an expert in banking operations, andfunctioned effectively in the supervision of management.
Served as the chair of the Remuneration Committee
which met once during FY2021, and led the deliberationof matters related to the monthly remuneration of
directors. Additionally served as a member of the Human
Resources Committee and deliberated human resourcesrelated matters concerning directors and executive
officers.

Name

Term ofappointment

Attendance at Board of Directors meetings

Yuki Shibata(External Director)

2 years and 9monthsAttended 16 of the 16 meetings of the Board of
Directors held during the fiscal year underreview.

Hiroyuki Noguchi(External Director)

9 months

Attended 14 of the 14 meetings of the Board of
Directors held during the fiscal year underreview after appointment as an external
director.

Name

Term ofappointment

Attendance at meetings of the Board of Directors Comments at meetings of the Board of Directors and Board
and Board of Auditorsof Auditors, and other activities

Kazuhiko Kimura(External Auditor)

6 years and 9monthsAttended 15 of the 16 meetings of the Board of
Directors and 15 of the 16 meetings of theBoard of Auditors held during the fiscal year
under review.

Provided advice and recommendations as necessary on
proposals and deliberations, etc. from a wealth ofexperience in a broad range of auditing operations andperspectives as an expert in banking operations.

Yoshiko Kurimoto(External Auditor)

1 year and 9monthsAttended 16 of the 16 meetings of the Board of
Directors and 16 of the 16 meetings of theBoard of Auditors held during the fiscal year
under review.

Provided advice and recommendations as necessary on
proposals and deliberations, etc. based on broad
perspectives gained through experience over many years
in the core operations of Achi Prefectural Government
administration.

­ 12 ­

(3) External officer remuneration, etc.
(Unit: 1 million yen)
Number paid
Total amount of remuneration, etc.

Remuneration, etc. from the Bank
5

21

Remuneration, etc. from the Bank's parent
company－(Notes) 1. Stated monetary amounts are rounded down to the nearest million yen.
2. Remuneration, etc. numbers above include 1 million yen in executive bonus scheduled for payment in June 2022 (external directors 0 yen, external auditors 0 yen).

(4) Opinion of external officers
Not applicable.

­ 13 ­

4

Matters related to stock of the Bank
(1) Number of shares
Total number of authorizedCommon stock
sharesTotal Number of issued shares Common stock(Notes)

50,000 thousand
shares21,780 thousand
sharesThe number of shares is rounded down to the nearest 1,000 shares.

(2) Number of shareholders at the end of
this fiscal year

6,476(3) Major shareholders
Personal or trade name of shareholder

Investment in the Bank
Number of shares held

Ownership ratio

1,000 shares%

MUFG Bank, Ltd.

8,534

39.19

Misono Service Co., Ltd.

2,174

9.98

Custody Bank of Japan, Ltd. (Trust Account 4)

992

4.55

The Master Trust Bank of Japan, Ltd. (Trust Account)

912

4.18

Custody Bank of Japan, Ltd. (Trust Account)

620

2.85

KT Capital Corporation

610

2.80

Chukyo Bank Employee Shareholding Association

417

1.91

Daido Life Insurance Company

329

1.51

Daiwa Can Company

296

1.36

Chukyo TV. Broadcasting Co., Ltd.

263

1.21

(Notes) 1. The number of shares is rounded down to the nearest 1,000 shares.
2. The shareholding ratio is a percentage of the total after deduction of the 5,000 treasury shares and rounded down to two decimal places.

­ 14 ­

5

Financial Auditor(1) Status of Financial Auditor(Unit: 1 million yen)
Personal or trade name

Deloitte Touche Tohmatsu LLC
Designated Limited Liability Partner
KishinoDesignated Limited Liability Partner
Jinno

Compensation, etc. for the fiscal year

Masaru59
AtsukiOthers(Reasons of Board of Auditors for agreeing toproposed remuneration, etc.)
The Board of Auditors reviewed the Auditing Planof the Financial Auditor, the performance ofaccounting audit duties, and estimatedremuneration in light of the Bank's business, etc.
and found the proposed auditing remuneration to
be at a level sufficient for the Financial Auditor tosecure the required auditing structure and auditing
hours, and perform appropriate audits. It therefore
agreed to the proposed remuneration, etc. to the
Financial Auditor.
(Description of non-auditing services)
The Bank paid consideration to the Financial
Auditor for advice and guidance concerning thereview of the allowance for doubtful accounts andentrustment of operations, etc. related to thebusiness integration between the Bank and The
Aichi Bank, Ltd., which are services outside theservices set forth in Article 2.1 of the Certified
Public Accountants Act (non-auditing service).

(Notes) 1. Stated monetary amounts are rounded down to the nearest million yen.
2. The total monetary and other financial interest to be paid by the Bank and its sub-entities, etc. to the Financial Auditor is 108 million yen.
3. Under the audit agreement between the Bank and the financial auditor, the amount of audit remuneration for audits pursuant to the Companies Act and for audits pursuant to
the Financial Instruments and Exchange Act is not clearly separated, and effectively cannot be separated, so the amount of remuneration, etc. pertaining to the current fiscal
year states the total amount of both.

(2) Limited liability agreements
Not applicable.
(3) Indemnity Agreements
Not applicable.
(4) Other matters concerning Financial Auditors
a Policy on determining the termination or non-reappointment of financial auditor
The Board of Auditors reviews the Financial Auditor's independence, quality control, general capacity and other factors
in light of the Financial Auditor Valuation Standards. If, as a result of this review, it determines it to be necessary to
dismiss or decline to reappoint the Financial Auditor, a proposal for the dismissal or non-reappointment of the Financial
Auditor is submitted to the General Meeting of Shareholders for resolution.
In addition, if the financial auditor is deemed to fall under the subparagraphs of Article 340(1) of the Companies Act, thefinancial auditor will be dismissed based on the unanimous consent of theBoard of Auditors. In that event, an auditor
appointed by the Board of Auditors will report the dismissal of the financial auditor and the reasons therefor at the firstshareholders’ meeting convened after the dismissal.
b Major subsidiaries audited by auditing firms other than the Bank's Financial Auditor
Not applicable.
6

Basic guidelines concerning parties controlling decisions on financial and operational policies­ 15 ­

78
9
10

Not applicable.
Matters concerning specific wholly-owned subsidiaries
Not applicable.
Matters concerning dealings with the parent company, etc.
Not applicable.
Accounting advisors
Not applicable.
OthersNot applicable.

­ 16 ­

End of 116th fiscal year
Account title(Assets)
Cash and due from banks
Cash
Deposits
Securities
Government bonds
Local government bonds
Corporate bonds
Stock
Other securities
Loans and bills discounted
Bills discounted
Loans on notes
Loans on deeds
Overdrafts
Foreign exchange
Foreign deposits paid
Foreign bills bought
Foreign bills receivable
Other assets
Domestic exchange settlement
account, debit
Prepaid expenses
Accrued income
Financial derivatives
Cash collateral paid for financial
instruments
Other assets
Tangible fixed assets
Buildings
Land
Leased assets
Construction in progress
Other tangible fixed assets
Intangible fixed assets
SoftwareLeased assets
Other intangible assets
Prepaid pension costs
Customers' liabilities for acceptancesand guarantees
Allowance for doubtful accounts(As at March 31, 2022)

Balance Sheet

Amount350,631
14,428336,203
406,056
106,489
85,58590,50528,12495,351
1,549,149
5,341
31,811
1,298,165
213,830
6,589
4,692
3
1,893
17,948
218
10
1,189
4,922
10,1901,417
17,923
3,289
13,327
274
397
634
1,647
1,345
169
131
3,234
2,457
-10,467

Account title(Liabilities)
Deposits
Current account deposits
Ordinary deposits
Savings deposits
Notice deposits
Term deposits
Installment savings
Other deposits
Negotiable certificates of deposit
Call money
Payables under securities lendingtransactions
Borrowed money
Borrowings
Foreign exchange
Due to foreign banks (ouraccounts)
Accrued foreign bills
Corporate bonds
Other liabilities
Domestic exchange settlement
account, credit
Accrued corporate tax, etc.
Accrued expenses
Unearned revenue
Reserve for interest on installment
savings
Financial derivatives
Lease obligations
Asset retirement obligations
Other liabilities
Allowance for bonuses payable
Allowance for reimbursement ofdeposits
Allowance for contingent loss
Deferred tax liabilities
Deferred tax liabilities pertaining torevaluation
Acceptances and guarantees
Total liabilities(Equity)
CapitalCapital surplus
Capital reserves
Retained earnings
Retained earnings reserves
Other retained earnings.
Reserve for tax purpose
reduction entry of noncurrent assets
General reserve
Earned surplus brought
forwardTreasury shares
Total shareholders’ equity
Valuation difference on available-forsale securities
Deferred gains or losses on hedges­ 17 ­(Unit: 1 million yen)Amount
1,860,209
108,386
1,067,907
11,2275,424
645,009
12,8789,374
5,310
45,000
9,001
291,500
291,500
57
12
44
5,000
15,844
542
558
799
1,044
0
4,827
512
334
7,224
519
122
562
1,081
2,298
2,457
2,238,964
31,87923,21923,21937,441
3,683
33,758340
11,00022,418-11
92,5288,109472

Total assets

2,345,171

Revaluation reserve for land
Total valuation and translation
adjustments
Share acquisition rights
Total net assets
Total liabilities and net assets­ 18 ­

4,864
13,446230
106,206
2,345,171

116th fiscal year (From April 1, 2021
To March 31, 2022

) Profit and loss statement(Unit: 1 million yen)Account title

AmountOrdinary income
Interest income
Interest on loans and discounts
Interest and dividends on securities
Interest on deposits paid
Other interest income
Fees and commissions
Fund transfer fees received
Other fees and commissions
Other operating income
Foreign exchange trading income
Gain on sale of national government bonds
Other ordinary income
Gain on loan losses recovered
Gain on sale of securities
Other ordinary income
Ordinary expenses
Financing Costs
Interest on deposits received
Interest on negotiable certificates of deposit
Interest on call money
Interest on securities lending transactions
Interest on bonds
Interest on interest rate swaps
Other interest expenses
Fees and commissions payable
Fund transfer fees paid
Other fees and commissions
Other operating expenses
Loss on sale of national government bonds
Financial derivatives expenses
Operating expenses
Other ordinary expenses
Provision for doubtful accounts
Loss on sale ofAmortization of equity
Other ordinary expenses
Ordinary income
Extraordinary profit
Gain on disposal of fixed assets
Extraordinary loss.
Loss on disposal of fixed assets
Impairment loss
Other extraordinary loss
Pre-tax net income
Corporate, inhabitants, and enterprise taxes
Adjustments to income taxes
Total income taxes
Net income

31,45919,716
13,421
5,900
375
19
5,470
1,281
4,189
1,227
93
1,133
5,045
0
4,477
567
24,932
820
149
8
-1
6
56
581
20
2,164
209
1,954
1,404
1,391
12
16,374
4,169
2,439
320
4
1,405
6,526
584
584
2,141
13
1,250
876
4,969
1,493
-771
722
4,246

­ 19 ­

End of 116th fiscal year
Account title(As at March 31, 2022)(Unit: 1 million yen)AmountAccount title(Assets)

Deposits

Securities

350,633

Loans and bills discounted

405,263
1,549,464

Other assets

6,589

Tangible fixed assets

21,757

Buildings

17,802

Land

3,409

Leased assets

13,060Construction inprogress

291

Other tangible fixed
assetsIntangible fixed assets
Software

397
642
1,724
1,361

Leased assets

228

Other intangible assets

133

Net defined benefit assets

3,251

Deferred tax assets
Customers' liabilities for
acceptances andguarantees

341
2,462
-11,093

Allowance for doubtful
accounts
Total assets

Amount(Liabilities)

Cash and due from banks

Foreign exchange

Consolidated Balance Sheet

5,310

Call money and bills soldPayables under securities lendingtransactions
Borrowed money

45,000
9,001
291,500

Foreign exchange

57

Corporate bonds

5,000

Other liabilities

22,374

Allowance for bonuses payable
Allowance for reimbursement ofdeposits
Allowance for contingent loss
Deferred tax liabilities
Deferred tax liabilities pertaining torevaluation
Acceptances and guarantees
Total liabilities

534
122
562
1,030
2,298
2,462
2,240,049(Equity)
Capital31,879

Capital surplus

24,029Retained earnings

38,551

Treasury shares-11

Total shareholders’ equity
Valuation difference on available-forsale securities
Deferred gains or losses on hedges

94,448

Revaluation reserve for land
Cumulative adjustments of retirement
benefits
Total of other comprehensive
accumulated income
Share acquisition rights

4,864

Total net assets
2,348,196

1,854,796

Negotiable certificates of deposit

Total liabilities and net assets­ 20 ­

8,110
472

18
13,466
230
108,146
2,348,196

116th fiscal year (From April 1, 2021
To March 31, 2022

) Consolidated Profit and Loss Statement(Unit: 1 million yen)Account title

AmountOrdinary income

31,528Interest income

19,085Interest on loans and discounts

13,459Interest and dividends on securities

5,231

Interest on deposits paid

375

Other interest income

19

Fees and commissions

5,985

Other operating income

1,415

Other ordinary income

5,042

Gain on loan losses recovered

1

Gain on sale of securities

4,477

Other ordinary income

563

Ordinary expenses

25,461

Financing Costs

821

Interest on deposits received

149

Interest on negotiable certificates of deposit

8

Interest on call money and bills sold-1

Interest on securities lending transactions

6

Interest on bonds

56

Other interest expenses

602

Fees and commissions payable

1,993

Other operating expenses

1,404

Operating expenses

17,025

Other ordinary expenses

4,216

Provision for doubtful accounts

2,475

Other ordinary expenses

1,740

Ordinary income

6,067

Extraordinary profit

584

Gain on disposal of fixed assets

584

Extraordinary loss

2,141

Loss on disposal of fixed assets

13

Impairment loss

1,250

Other extraordinary loss

876

Net income before taxes and other adjustments

4,509

Corporate, inhabitants, and enterprise taxes

1,506

Adjustments to income taxes-725

Total income taxes

781

Net income

3,728

Net income attributable to shareholders of the parent company

3,728­ 21 ­

Note that the Japanese version of the Convocation Notice of the 116th Annual General Meeting of Shareholders has attached to it an
Independent Auditor’s Report with an unqualified opinion provided by Deloitte Touche Tohmatsu LLC with regard to the non-consolidated
and consolidated financial statements prepared by The Chukyo Bank, Limited in accordance with the laws of Japan.

- 22 -

Transcript of the Audit Report of the Board of Auditors
Audit report
Concerning the execution of duties by directors during the 116th fiscal year from April 1, 2021 to March 31, 2022, based on the audit reports
prepared by each company auditor, and after careful discussions, this Auditing and Supervisory Committee has compiled this Audit Report, andreports as follows.
1. The methods and content of the audits of company auditors and the Auditing and Supervisory Committee(1) In addition to establishing an audit policy, a division of duties, and the like, and receiving reports from each company auditor on the status
and results of the implementation of audits, the Auditing and Supervisory Committee has received reports from the directors, etc. and theaccounting auditor on the status of the execution of their duties, and has requested explanations as necessary.
(2) In compliance with the Auditor Auditing Standards formulated by the Auditing and Supervisory Committee, and in accordance withauditing policies and assignments, individual auditors endeavored to facilitate communication with the directors, executive officers,internal auditing departments and other employees, collect information, and enhance the auditing environment. In addition, they performed
audits according to the following methods.
1) Attended meetings of the Board of Directors and other important meetings, received reports on the execution of duties from directors,
executive officers, and employees, etc., requested explanations as necessary, reviewed important decision-making documents, etc. andaudited the status of operations and assets in the head office and major branch offices. In regard to subsidiaries, the auditors received
business reports from subsidiaries as necessary in order to ensure good communication and information exchange with the directors andauditors, etc. thereof.
2) Received regular reports from directors, executive officers, and employees, etc. on the building and administration of systems to ensurethat the execution of duties by directors as stated in the business report conforms to laws, ordinances and the Articles of Incorporation,and resolutions of the Board of Directors and systems established under those resolutions for the creation of the systems set forth in
Article 100, Paragraph 1 and Paragraph 3 of the Enforcement Orders to the Companies Act as necessary to ensure the appropriate
operation of corporate groupings comprising joint stock companies and their subsidiaries, requested explanations as necessary, andexpressed opinions.
3) As well as monitoring and verifying whether the financial auditor maintains an independent position and properly conducts its audit, thecompany auditors received reports and requested explanations as necessary from the financial auditor on the status of the execution of its
duties. Further, the corporate auditors received a notice from the accounting auditor to the effect that it maintains “systems in order toensure that its duties are properly performed (matters listed in each item under Article 131 of the Ordinance on Company Accounting) inaccordance with “quality control standards for auditing” (October 28, 2005, Business Accounting Council), etc., and requested
explanations as necessary.
Based on the methods above, the auditors examined the business report and attached schedules, financial statements (balance sheet, profit andloss statement, non-consolidated statements of changes in net assets and notes to specific items) and attached schedules, and consolidated
financial statements (consolidated balance sheet, consolidated statements of income, consolidated statements of changes in net assets and notes
to the consolidated financial statements) for the fiscal year.
2.

Audit Results(1) Audit results for the business report, etc.
1) In our opinion, the business report and the annexed detailed statement comply with laws and ordinances and the articles of incorporation
and accurately reflect the situation of the company.
2) In our opinion, there has been no material misconduct or breach of laws and regulations or the articles of incorporation by a Director in
the course of performing duties.
3) We find that the Board of Directors' resolutions with respect to the internal control systems are appropriate. Further, we found no mattersthat should be raised with regard to the details stated in the business report or the execution of the directors’ duties concerning thoseinternal control systems.
(2) Audit results for financial statements and their annexed detailed statements
We find the methods and results of the audits performed by Financial Auditor Deloitte Touche Tohmatsu LLC to be reasonable andappropriate.
(3) Results of audit of consolidated financial statements
We find the methods and results of the audits performed by Financial Auditor Deloitte Touche Tohmatsu LLC to be reasonable andappropriate.
May 11, 2022

Board of Auditors, The Chukyo Bank, Limited- 23 -

F u l l -t i m e A u d i t o r

Akihiro Maeda[seal]

External Auditor

Kazuhiko Kimura[seal]

External Auditor

Yoshiko Kurimoto[seal]End of document- 24 -

Exhibit 2-(1)-1
Details of The Aichi Bank, Ltd. Series 1 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.
6.

Name of rights to subscribe for new shares
The Aichi Bank, Ltd.
Series 1 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100; provided,
however, that if the Bank carries out a share split (including allocation of shares of the Bank’s common stock without
contribution; hereinafter the same for mentions of share split) or share consolidation of its common stock on or after thedate of the grant of the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be
adjusted in accordance with the following formula, and fractional shares occurring as a result of the adjustment will be
rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if the record
date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Bank carries out a merger or company split, or if it is otherwise necessary toadjust the Number of Shares Granted in a similar manner to such cases, the Bank may appropriately adjust the Number of
Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied, theBank will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”)
who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The amount to be paid in for rights to subscribe for new shares will be the amount obtained by multiplying the Number of
Shares Granted by the option price per share calculated using the Black-Scholes Model (with amounts less than one yenrounded to the nearest whole number) as of the Allocation Date of the rights to subscribe for new shares.
In addition, the party receiving allocation shall set off remuneration claims it holds against the Bank with its obligation to
pay the paid-in amount for rights to subscribe for new shares, in lieu of payment of such paid-in amount.
Exercisable period of the rights to subscribe for new shares
From July 21, 2012 to July 20, 2042
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares­ 25 ­

(1)

7.
8.

9.

The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares
A resolution of the Board of Directors of the Bank is required for the acquisition of rights to subscribe for new shares bytransfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Bank’s general meeting of shareholders (ordecided by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not
required), the Bank may acquire rights to subscribe for new shares without contribution on a date separately determinedby the Bank’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Bank is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.

­ 26 ­

(2)

10.
11.

Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 5. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 5. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 6. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 8. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 11. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 5. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as either director or company
auditor of the Bank (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 5. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 9. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 20, 2041
From July 21, 2041 to July 20, 2042(ii) If a proposal for a merger agreement in which the Bank will be the non-surviving company, a share exchange
agreement in which the Bank will be a wholly owned subsidiary, or a proposal for a share transfer agreement
is approved by a general meeting of shareholders (or decided by resolution of the Board of Directors if aresolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.

­ 27 ­

(3)12.

(1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares July 20, 2012
End of document.

­ 28 ­

Exhibit 2-(1)-2
Details of the Aichi Financial Group, Inc. Series 1 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

6.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 1 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 333;
provided, however, that if the Company carries out a share split (including allocation of shares of the Company’scommon stock without contribution; hereinafter the same for mentions of share split) or share consolidation of its
common stock on or after the date of the grant of the rights to subscribe for new shares (the “Allocation Date”), theNumber of Shares Granted shall be adjusted in accordance with the following formula, and fractional shares occurring asa result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if the record
date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Company carries out a merger or company split, or if it is otherwise
necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company may appropriately
adjust the Number of Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied, theCompany will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New
Shares”) who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 20, 2042
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares(1) The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares­ 29 ­

7.

8.

A resolution of the Board of Directors of the Company is required for the acquisition of rights to subscribe for new sharesby transfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Company’s general meeting of shareholders (ordecided by resolution of the Company’s Board of Directors if a resolution of the general meeting of shareholders is not
required), the Company may acquire rights to subscribe for new shares without contribution on a date separately
determined by the Company’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Company is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Company is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an
incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(2) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares­ 30 ­

9.
10.

11.

The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 4. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 5. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 10. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 4. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as either director or company
auditor of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 4. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 8. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 20, 2041
From July 21, 2041 to July 20, 2042(ii) If a proposal for a merger agreement in which the Company will be the non-surviving company, a shareexchange agreement in which the Company will be a wholly owned subsidiary, or a proposal for a sharetransfer agreement is approved by a general meeting of shareholders (or decided by resolution of the Boardof Directors if a resolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.
(3) (1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares October 3, 2022

­ 31 ­

End of document.

­ 32 ­

Exhibit 2-(2)-1
Details of The Aichi Bank, Ltd. Series 2 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.
6.

Name of rights to subscribe for new shares
The Aichi Bank, Ltd.
Series 2 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100; provided,
however, that if the Bank carries out a share split (including allocation of shares of the Bank’s common stock without
contribution; hereinafter the same for mentions of share split) or share consolidation of its common stock on or after thedate of the grant of the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be
adjusted in accordance with the following formula, and fractional shares occurring as a result of the adjustment will be
rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if the record
date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Bank carries out a merger or company split, or if it is otherwise necessary toadjust the Number of Shares Granted in a similar manner to such cases, the Bank may appropriately adjust the Number of
Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied, theBank will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”)
who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The amount to be paid in for rights to subscribe for new shares will be the amount obtained by multiplying the Number of
Shares Granted by the option price per share calculated using the Black-Scholes Model (with amounts less than one yenrounded to the nearest whole number) as of the Allocation Date of the rights to subscribe for new shares.
In addition, the party receiving allocation shall set off remuneration claims it holds against the Bank with its obligation to
pay the paid-in amount for rights to subscribe for new shares, in lieu of payment of such paid-in amount.
Exercisable period of the rights to subscribe for new shares
From July 20, 2013 to July 19, 2043
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares­ 33 ­

(1)

7.
8.

9.

The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares
A resolution of the Board of Directors of the Bank is required for the acquisition of rights to subscribe for new shares bytransfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Bank’s general meeting of shareholders (ordecided by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not
required), the Bank may acquire rights to subscribe for new shares without contribution on a date separately determinedby the Bank’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Bank is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.

­ 34 ­

(2)

10.
11.

Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 5. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 5. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 6. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 8. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 11. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 5. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as either director or company
auditor of the Bank (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 5. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 9. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 19, 2042
From July 20, 2042 to July 19, 2043
(ii) If a proposal for a merger agreement in which the Bank will be the non-surviving company, a share exchange
agreement in which the Bank will be a wholly owned subsidiary, or a proposal for a share transfer agreement
is approved by a general meeting of shareholders (or decided by resolution of the Board of Directors if aresolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.

­ 35 ­

(3)12.

(1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares July 19, 2013
End of document.

­ 36 ­

Exhibit 2-(2)-2
Details of the Aichi Financial Group, Inc. Series 2 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

6.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 2 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 333;
provided, however, that if the Company carries out a share split (including allocation of shares of the Company’scommon stock without contribution; hereinafter the same for mentions of share split) or share consolidation of its
common stock on or after the date of the grant of the rights to subscribe for new shares (the “Allocation Date”), theNumber of Shares Granted shall be adjusted in accordance with the following formula, and fractional shares occurring asa result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if the record
date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Company carries out a merger or company split, or if it is otherwise
necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company may appropriately
adjust the Number of Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied, theCompany will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New
Shares”) who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 19, 2043
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares(1) The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares­ 37 ­

7.

8.

A resolution of the Board of Directors of the Company is required for the acquisition of rights to subscribe for new sharesby transfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Company’s general meeting of shareholders (ordecided by resolution of the Company’s Board of Directors if a resolution of the general meeting of shareholders is not
required), the Company may acquire rights to subscribe for new shares without contribution on a date separately
determined by the Company’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Company is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Company is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an
incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(2) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares­ 38 ­

9.
10.

11.

The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 4. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 5. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 10. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 4. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as either director or company
auditor of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 4. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 8. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 19, 2042
From July 20, 2042 to July 19, 2043
(ii) If a proposal for a merger agreement in which the Company will be the non-surviving company, a shareexchange agreement in which the Company will be a wholly owned subsidiary, or a proposal for a sharetransfer agreement is approved by a general meeting of shareholders (or decided by resolution of the Boardof Directors if a resolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.
(3) (1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares October 3, 2022

­ 39 ­

End of document.

­ 40 ­

Exhibit 2-(3)-1
Details of The Aichi Bank, Ltd. Series 3 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.
6.

Name of rights to subscribe for new shares
The Aichi Bank, Ltd.
Series 3 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100; provided,
however, that if the Bank carries out a share split (including allocation of shares of the Bank’s common stock without
contribution; hereinafter the same for mentions of share split) or share consolidation of its common stock on or after thedate of the grant of the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be
adjusted in accordance with the following formula, and fractional shares occurring as a result of the adjustment will be
rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if the record
date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Bank carries out a merger or company split, or if it is otherwise necessary toadjust the Number of Shares Granted in a similar manner to such cases, the Bank may appropriately adjust the Number of
Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied, theBank will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”)
who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The amount to be paid in for rights to subscribe for new shares will be the amount obtained by multiplying the Number of
Shares Granted by the option price per share calculated using the Black-Scholes Model (with amounts less than one yenrounded to the nearest whole number) as of the Allocation Date of the rights to subscribe for new shares.
In addition, the party receiving allocation shall set off remuneration claims it holds against the Bank with its obligation to
pay the paid-in amount for rights to subscribe for new shares, in lieu of payment of such paid-in amount.
Exercisable period of the rights to subscribe for new shares
From July 26, 2014 to July 25, 2044
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares­ 41 ­

(1)

7.
8.

9.

The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares
A resolution of the Board of Directors of the Bank is required for the acquisition of rights to subscribe for new shares bytransfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Bank’s general meeting of shareholders (ordecided by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not
required), the Bank may acquire rights to subscribe for new shares without contribution on a date separately determinedby the Bank’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Bank is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.

­ 42 ­

(2)

10.
11.

Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 5. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 5. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 6. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 8. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 11. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 5. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as either director or company
auditor of the Bank (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 5. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 9. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 25, 2043
From July 26, 2043 to July 25, 2044(ii) If a proposal for a merger agreement in which the Bank will be the non-surviving company, a share exchange
agreement in which the Bank will be a wholly owned subsidiary, or a proposal for a share transfer agreement
is approved by a general meeting of shareholders (or decided by resolution of the Board of Directors if aresolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.

­ 43 ­

(3)12.

(1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares July 25, 2014
End of document.

­ 44 ­

Exhibit 2-(3)-2
Details of the Aichi Financial Group, Inc. Series 3 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

6.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 3 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 333;
provided, however, that if the Company carries out a share split (including allocation of shares of the Company’scommon stock without contribution; hereinafter the same for mentions of share split) or share consolidation of its
common stock on or after the date of the grant of the rights to subscribe for new shares (the “Allocation Date”), theNumber of Shares Granted shall be adjusted in accordance with the following formula, and fractional shares occurring asa result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if the record
date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Company carries out a merger or company split, or if it is otherwise
necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company may appropriately
adjust the Number of Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied, theCompany will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New
Shares”) who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 25, 2044
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares(1) The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares­ 45 ­

7.

8.

A resolution of the Board of Directors of the Company is required for the acquisition of rights to subscribe for new sharesby transfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Company’s general meeting of shareholders (ordecided by resolution of the Company’s Board of Directors if a resolution of the general meeting of shareholders is not
required), the Company may acquire rights to subscribe for new shares without contribution on a date separately
determined by the Company’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Company is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Company is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an
incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(2) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares­ 46 ­

9.
10.

11.

The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 4. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 5. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 10. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 4. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as either director or company
auditor of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 4. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 8. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 25, 2043
From July 26, 2043 to July 25, 2044(ii) If a proposal for a merger agreement in which the Company will be the non-surviving company, a shareexchange agreement in which the Company will be a wholly owned subsidiary, or a proposal for a sharetransfer agreement is approved by a general meeting of shareholders (or decided by resolution of the Boardof Directors if a resolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.
(3) (1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares October 3, 2022

­ 47 ­

End of document.

­ 48 ­

Exhibit 2-(4)-1
Details of The Aichi Bank, Ltd. Series 4 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.
6.

Name of rights to subscribe for new shares
The Aichi Bank, Ltd.
Series 4 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100; provided,
however, that if the Bank carries out a share split (including allocation of shares of the Bank’s common stock without
contribution; hereinafter the same for mentions of share split) or share consolidation of its common stock on or after thedate of the grant of the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be
adjusted in accordance with the following formula, and fractional shares occurring as a result of the adjustment will be
rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if the record
date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Bank carries out a merger or company split, or if it is otherwise necessary toadjust the Number of Shares Granted in a similar manner to such cases, the Bank may appropriately adjust the Number of
Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied, theBank will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”)
who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The amount to be paid in for rights to subscribe for new shares will be the amount obtained by multiplying the Number of
Shares Granted by the option price per share calculated using the Black-Scholes Model (with amounts less than one yenrounded to the nearest whole number) as of the Allocation Date of the rights to subscribe for new shares.
In addition, the party receiving allocation shall set off remuneration claims it holds against the Bank with its obligation to
pay the paid-in amount for rights to subscribe for new shares, in lieu of payment of such paid-in amount.
Exercisable period of the rights to subscribe for new shares
From July 25, 2015 to July 24, 2045
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares­ 49 ­

(1)

7.
8.

9.

The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares
A resolution of the Board of Directors of the Bank is required for the acquisition of rights to subscribe for new shares bytransfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Bank’s general meeting of shareholders (ordecided by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not
required), the Bank may acquire rights to subscribe for new shares without contribution on a date separately determinedby the Bank’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Bank is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.

­ 50 ­

(2)

10.
11.

Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 5. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 5. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 6. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 8. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 11. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 5. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as either director or company
auditor of the Bank (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 5. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 9. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 24, 2044
From July 25, 2044 to July 24, 2045(ii) If a proposal for a merger agreement in which the Bank will be the non-surviving company, a share exchange
agreement in which the Bank will be a wholly owned subsidiary, or a proposal for a share transfer agreement
is approved by a general meeting of shareholders (or decided by resolution of the Board of Directors if aresolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.

­ 51 ­

(3)12.

(1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares July 24, 2015
End of document.

­ 52 ­

Exhibit 2-(4)-2
Details of the Aichi Financial Group, Inc. Series 4 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

6.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 4 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 333;
provided, however, that if the Company carries out a share split (including allocation of shares of the Company’scommon stock without contribution; hereinafter the same for mentions of share split) or share consolidation of its
common stock on or after the date of the grant of the rights to subscribe for new shares (the “Allocation Date”), theNumber of Shares Granted shall be adjusted in accordance with the following formula, and fractional shares occurring asa result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or,if a record date is not specified, from the effective date) in the case of a share split and from the effective date in the caseof a share consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce
the amount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Company carries out a merger or company split, or if it is otherwise
necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company may appropriately
adjust the Number of Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied,
the Company will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New
Shares”) who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise priceof one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Numberof Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 24, 2045
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares(1) The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares­ 53 ­

7.

8.

A resolution of the Board of Directors of the Company is required for the acquisition of rights to subscribe for new
shares by transfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Company’s general meeting of shareholders(or decided by resolution of the Company’s Board of Directors if a resolution of the general meeting of shareholders is
not required), the Company may acquire rights to subscribe for new shares without contribution on a date separately
determined by the Company’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Company is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Company is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an
incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(2) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares­ 54 ­

9.
10.

11.

The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 4. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 5. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 10. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has
exercised a right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 4. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as either director or company
auditor of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 4. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 8. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 24, 2044
From July 25, 2044 to July 24, 2045(ii) If a proposal for a merger agreement in which the Company will be the non-surviving company, a shareexchange agreement in which the Company will be a wholly owned subsidiary, or a proposal for a sharetransfer agreement is approved by a general meeting of shareholders (or decided by resolution of the Boardof Directors if a resolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.
(3) (1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares October 3, 2022

­ 55 ­

End of document.

­ 56 ­

Exhibit 2-(5)-1
Details of The Aichi Bank, Ltd. Series 5 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.
6.

Name of rights to subscribe for new shares
The Aichi Bank, Ltd.
Series 5 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100; provided,
however, that if the Bank carries out a share split (including allocation of shares of the Bank’s common stock without
contribution; hereinafter the same for mentions of share split) or share consolidation of its common stock on or after thedate of the grant of the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be
adjusted in accordance with the following formula, and fractional shares occurring as a result of the adjustment will be
rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if the record
date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Bank carries out a merger or company split, or if it is otherwise necessary toadjust the Number of Shares Granted in a similar manner to such cases, the Bank may appropriately adjust the Number of
Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied, theBank will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”)
who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The amount to be paid in for rights to subscribe for new shares will be the amount obtained by multiplying the Number of
Shares Granted by the option price per share calculated using the Black-Scholes Model (with amounts less than one yenrounded to the nearest whole number) as of the Allocation Date of the rights to subscribe for new shares.
In addition, the party receiving allocation shall set off remuneration claims it holds against the Bank with its obligation to
pay the paid-in amount for rights to subscribe for new shares, in lieu of payment of such paid-in amount.
Exercisable period of the rights to subscribe for new shares
From July 23, 2016 to July 22, 2046
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares­ 57 ­

(1)

7.
8.

9.

The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares
A resolution of the Board of Directors of the Bank is required for the acquisition of rights to subscribe for new shares bytransfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Bank’s general meeting of shareholders (ordecided by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not
required), the Bank may acquire rights to subscribe for new shares without contribution on a date separately determinedby the Bank’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Bank is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.

­ 58 ­

(2)

10.
11.

Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 5. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 5. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 6. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 8. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 11. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 5. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as director (including a
director who is a company auditor) of the Bank (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 5. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 9. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 22, 2045
From July 23, 2045 to July 22, 2046
(ii) If a proposal for a merger agreement in which the Bank will be the non-surviving company, a share exchange
agreement in which the Bank will be a wholly owned subsidiary, or a proposal for a share transfer agreement
is approved by a general meeting of shareholders (or decided by resolution of the Board of Directors if aresolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.

­ 59 ­

(3)12.

(1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares July 22, 2016
End of document.

­ 60 ­

Exhibit 2-(5)-2
Details of the Aichi Financial Group, Inc. Series 5 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

6.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 5 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 333;
provided, however, that if the Company carries out a share split (including allocation of shares of the Company’scommon stock without contribution; hereinafter the same for mentions of share split) or share consolidation of its
common stock on or after the date of the grant of the rights to subscribe for new shares (the “Allocation Date”), theNumber of Shares Granted shall be adjusted in accordance with the following formula, and fractional shares occurring asa result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or,if a record date is not specified, from the effective date) in the case of a share split and from the effective date in the caseof a share consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce
the amount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Company carries out a merger or company split, or if it is otherwise
necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company may appropriately
adjust the Number of Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied,
the Company will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New
Shares”) who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise priceof one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Numberof Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 22, 2046
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares(1) The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares­ 61 ­

7.

8.

A resolution of the Board of Directors of the Company is required for the acquisition of rights to subscribe for new
shares by transfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Company’s general meeting of shareholders(or decided by resolution of the Company’s Board of Directors if a resolution of the general meeting of shareholders is
not required), the Company may acquire rights to subscribe for new shares without contribution on a date separately
determined by the Company’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Company is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Company is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an
incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(2) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares­ 62 ­

9.
10.

The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 4. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 5. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 10. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has
exercised a right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 4. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as director (including a
director who is a company auditor) of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited (the“Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 4. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 8. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 22, 2045
From July 23, 2045 to July 22, 2046
(ii) If a proposal for a merger agreement in which the Company will be the non-surviving company, a shareexchange agreement in which the Company will be a wholly owned subsidiary, or a proposal for a sharetransfer agreement is approved by a general meeting of shareholders (or decided by resolution of the Boardof Directors if a resolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.
(3) (1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.

­ 63 ­

11.

Allocation Date for the rights to subscribe for new shares October 3, 2022
End of document.

­ 64 ­

Exhibit 2-(6)-1
Details of the The Aichi Bank, Ltd. Series 6 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.
6.

Name of rights to subscribe for new shares
The Aichi Bank, Ltd.
Series 6 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100; provided,
however, that if the Bank carries out a share split (including allocation of shares of the Bank’s common stock without
contribution; hereinafter the same for mentions of share split) or share consolidation of its common stock on or after thedate of the grant of the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be
adjusted in accordance with the following formula, and fractional shares occurring as a result of the adjustment will be
rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if the record
date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Bank carries out a merger or company split, or if it is otherwise necessary toadjust the Number of Shares Granted in a similar manner to such cases, the Bank may appropriately adjust the Number of
Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied, theBank will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”)
who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The amount to be paid in for rights to subscribe for new shares will be the amount obtained by multiplying the Number of
Shares Granted by the option price per share calculated using the Black-Scholes Model (with amounts less than one yenrounded to the nearest whole number) as of the Allocation Date of the rights to subscribe for new shares.
In addition, the party receiving allocation shall set off remuneration claims it holds against the Bank with its obligation to
pay the paid-in amount for rights to subscribe for new shares, in lieu of payment of such paid-in amount.
Exercisable period of the rights to subscribe for new shares
From July 22, 2017 to July 21, 2047
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares­ 65 ­

(1)

7.
8.

9.

The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares
A resolution of the Board of Directors of the Bank is required for the acquisition of rights to subscribe for new shares bytransfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Bank’s general meeting of shareholders (ordecided by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not
required), the Bank may acquire rights to subscribe for new shares without contribution on a date separately determinedby the Bank’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Bank is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.

­ 66 ­

(2)

10.
11.

Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 5. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 5. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 6. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 8. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 11. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 5. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as director (including a
director who is a company auditor) of the Bank (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 5. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 9. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 21, 2046
From July 22, 2046 to July 21, 2047
(ii) If a proposal for a merger agreement in which the Bank will be the non-surviving company, a share exchange
agreement in which the Bank will be a wholly owned subsidiary, or a proposal for a share transfer agreement
is approved by a general meeting of shareholders (or decided by resolution of the Board of Directors if aresolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.

­ 67 ­

(3)12.

(1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares July 21, 2017
End of document.

­ 68 ­

Exhibit 2-(6)-2
Details of the Aichi Financial Group, Inc. Series 6 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

6.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 6 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 333;
provided, however, that if the Company carries out a share split (including allocation of shares of the Company’scommon stock without contribution; hereinafter the same for mentions of share split) or share consolidation of its
common stock on or after the date of the grant of the rights to subscribe for new shares (the “Allocation Date”), theNumber of Shares Granted shall be adjusted in accordance with the following formula, and fractional shares occurring asa result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or,if a record date is not specified, from the effective date) in the case of a share split and from the effective date in the caseof a share consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce
the amount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Company carries out a merger or company split, or if it is otherwise
necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company may appropriately
adjust the Number of Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied,
the Company will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New
Shares”) who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise priceof one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Numberof Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 21, 2047
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares(1) The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares­ 69 ­

7.

8.

A resolution of the Board of Directors of the Company is required for the acquisition of rights to subscribe for new
shares by transfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Company’s general meeting of shareholders(or decided by resolution of the Company’s Board of Directors if a resolution of the general meeting of shareholders is
not required), the Company may acquire rights to subscribe for new shares without contribution on a date separately
determined by the Company’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Company is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Company is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an
incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(2) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares­ 70 ­

9.
10.

The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 4. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 5. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 10. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has
exercised a right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 4. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as director (including a
director who is a company auditor) of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited (the“Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 4. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 8. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 21, 2046
From July 22, 2046 to July 21, 2047
(ii) If a proposal for a merger agreement in which the Company will be the non-surviving company, a shareexchange agreement in which the Company will be a wholly owned subsidiary, or a proposal for a sharetransfer agreement is approved by a general meeting of shareholders (or decided by resolution of the Boardof Directors if a resolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.
(3) (1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.

­ 71 ­

11.

Allocation Date for the rights to subscribe for new shares October 3, 2022
End of document.

­ 72 ­

Exhibit 2-(7)-1
Details of The Aichi Bank, Ltd. Series 7 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.
6.

Name of rights to subscribe for new shares
The Aichi Bank, Ltd.
Series 7 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100; provided,
however, that if the Bank carries out a share split (including allocation of shares of the Bank’s common stock without
contribution; hereinafter the same for mentions of share split) or share consolidation of its common stock on or after thedate of the grant of the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be
adjusted in accordance with the following formula, and fractional shares occurring as a result of the adjustment will be
rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if the record
date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Bank carries out a merger or company split, or if it is otherwise necessary toadjust the Number of Shares Granted in a similar manner to such cases, the Bank may appropriately adjust the Number of
Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied, theBank will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”)
who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The amount to be paid in for rights to subscribe for new shares will be the amount obtained by multiplying the Number of
Shares Granted by the option price per share calculated using the Black-Scholes Model (with amounts less than one yenrounded to the nearest whole number) as of the Allocation Date of the rights to subscribe for new shares.
In addition, the party receiving allocation shall set off remuneration claims it holds against the Bank with its obligation to
pay the paid-in amount for rights to subscribe for new shares, in lieu of payment of such paid-in amount.
Exercisable period of the rights to subscribe for new shares
From July 21, 2018 to July 20, 2048
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares­ 73 ­

(1)

7.
8.

9.

The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares
A resolution of the Board of Directors of the Bank is required for the acquisition of rights to subscribe for new shares bytransfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Bank’s general meeting of shareholders (ordecided by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not
required), the Bank may acquire rights to subscribe for new shares without contribution on a date separately determinedby the Bank’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Bank is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.

­ 74 ­

(2)

10.
11.

Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 5. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 5. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 6. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 8. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 11. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 5. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as director (including a
director who is a company auditor) of the Bank (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 5. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 9. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 20, 2047
From July 21, 2047 to July 20, 2048
(ii) If a proposal for a merger agreement in which the Bank will be the non-surviving company, a share exchange
agreement in which the Bank will be a wholly owned subsidiary, or a proposal for a share transfer agreement
is approved by a general meeting of shareholders (or decided by resolution of the Board of Directors if aresolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.

­ 75 ­

(3)12.

(1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares July 20, 2018
End of document.

­ 76 ­

Exhibit 2-(7)-2
Details of the Aichi Financial Group, Inc. Series 7 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

6.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 7 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 333;
provided, however, that if the Company carries out a share split (including allocation of shares of the Company’scommon stock without contribution; hereinafter the same for mentions of share split) or share consolidation of its
common stock on or after the date of the grant of the rights to subscribe for new shares (the “Allocation Date”), theNumber of Shares Granted shall be adjusted in accordance with the following formula, and fractional shares occurring asa result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or,if a record date is not specified, from the effective date) in the case of a share split and from the effective date in the caseof a share consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce
the amount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Company carries out a merger or company split, or if it is otherwise
necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company may appropriately
adjust the Number of Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied,
the Company will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New
Shares”) who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise priceof one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Numberof Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 20, 2048
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares(1) The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares­ 77 ­

7.

8.

A resolution of the Board of Directors of the Company is required for the acquisition of rights to subscribe for new
shares by transfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Company’s general meeting of shareholders(or decided by resolution of the Company’s Board of Directors if a resolution of the general meeting of shareholders is
not required), the Company may acquire rights to subscribe for new shares without contribution on a date separately
determined by the Company’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Company is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Company is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an
incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(2) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares­ 78 ­

9.
10.

The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 4. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 5. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 10. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has
exercised a right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 4. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as director (including a
director who is a company auditor) of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited (the“Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 4. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 8. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 20, 2047
From July 21, 2047 to July 20, 2048
(ii) If a proposal for a merger agreement in which the Company will be the non-surviving company, a shareexchange agreement in which the Company will be a wholly owned subsidiary, or a proposal for a sharetransfer agreement is approved by a general meeting of shareholders (or decided by resolution of the Boardof Directors if a resolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.
(3) (1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.

­ 79 ­

11.

Allocation Date for the rights to subscribe for new shares October 3, 2022
End of document.

­ 80 ­

Exhibit 2-(8)-1
Details of The Aichi Bank, Ltd. Series 8 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.
6.

Name of rights to subscribe for new shares
The Aichi Bank, Ltd.
Series 8 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100; provided,
however, that if the Bank carries out a share split (including allocation of shares of the Bank’s common stock without
contribution; hereinafter the same for mentions of share split) or share consolidation of its common stock on or after thedate of the grant of the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be
adjusted in accordance with the following formula, and fractional shares occurring as a result of the adjustment will be
rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if the record
date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Bank carries out a merger or company split, or if it is otherwise necessary toadjust the Number of Shares Granted in a similar manner to such cases, the Bank may appropriately adjust the Number of
Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied, theBank will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”)
who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The amount to be paid in for rights to subscribe for new shares will be the amount obtained by multiplying the Number of
Shares Granted by the option price per share calculated using the Black-Scholes Model (with amounts less than one yenrounded to the nearest whole number) as of the Allocation Date of the rights to subscribe for new shares.
In addition, the party receiving allocation shall set off remuneration claims it holds against the Bank with its obligation to
pay the paid-in amount for rights to subscribe for new shares, in lieu of payment of such paid-in amount.
Exercisable period of the rights to subscribe for new shares
From July 20, 2019 to July 19, 2049
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares­ 81 ­

(1)

7.
8.

9.

The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares
A resolution of the Board of Directors of the Bank is required for the acquisition of rights to subscribe for new shares bytransfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Bank’s general meeting of shareholders (ordecided by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not
required), the Bank may acquire rights to subscribe for new shares without contribution on a date separately determinedby the Bank’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Bank is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.

­ 82 ­

(2)

10.
11.

Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 5. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 5. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 6. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 8. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 11. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 5. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as director (including a
director who is a company auditor) of the Bank (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 5. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 9. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 19, 2048
From July 20, 2048 to July 19, 2049
(ii) If a proposal for a merger agreement in which the Bank will be the non-surviving company, a share exchange
agreement in which the Bank will be a wholly owned subsidiary, or a proposal for a share transfer agreement
is approved by a general meeting of shareholders (or decided by resolution of the Board of Directors if aresolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.

­ 83 ­

(3)12.

(1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares July 19, 2019
End of document.

­ 84 ­

Exhibit 2-(8)-2
Details of the Aichi Financial Group, Inc. Series 8 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

6.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 8 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 333;
provided, however, that if the Company carries out a share split (including allocation of shares of the Company’scommon stock without contribution; hereinafter the same for mentions of share split) or share consolidation of its
common stock on or after the date of the grant of the rights to subscribe for new shares (the “Allocation Date”), theNumber of Shares Granted shall be adjusted in accordance with the following formula, and fractional shares occurring asa result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or,if a record date is not specified, from the effective date) in the case of a share split and from the effective date in the caseof a share consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce
the amount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Company carries out a merger or company split, or if it is otherwise
necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company may appropriately
adjust the Number of Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied,
the Company will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New
Shares”) who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 19, 2049
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares(1) The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares­ 85 ­

7.

8.

A resolution of the Board of Directors of the Company is required for the acquisition of rights to subscribe for new
shares by transfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Company’s general meeting of shareholders(or decided by resolution of the Company’s Board of Directors if a resolution of the general meeting of shareholders is
not required), the Company may acquire rights to subscribe for new shares without contribution on a date separately
determined by the Company’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Company is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Company is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an
incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(2) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares­ 86 ­

9.
10.

The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 4. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 5. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 10. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has
exercised a right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 4. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as director (including a
director who is a company auditor) of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited (the“Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 4. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 8. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 19, 2048
From July 20, 2048 to July 19, 2049
(ii) If a proposal for a merger agreement in which the Company will be the non-surviving company, a shareexchange agreement in which the Company will be a wholly owned subsidiary, or a proposal for a sharetransfer agreement is approved by a general meeting of shareholders (or decided by resolution of the Boardof Directors if a resolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.
(3) (1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.

­ 87 ­

11.

Allocation Date for the rights to subscribe for new shares October 3, 2022
End of document.

­ 88 ­

Exhibit 2-(9)-1
Details of The Aichi Bank, Ltd. Series 9 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.
6.

Name of rights to subscribe for new shares
The Aichi Bank, Ltd.
Series 9 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100; provided,
however, that if the Bank carries out a share split (including allocation of shares of the Bank’s common stock without
contribution; hereinafter the same for mentions of share split) or share consolidation of its common stock on or after thedate of the grant of the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be
adjusted in accordance with the following formula, and fractional shares occurring as a result of the adjustment will be
rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if the record
date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Bank carries out a merger or company split, or if it is otherwise necessary toadjust the Number of Shares Granted in a similar manner to such cases, the Bank may appropriately adjust the Number of
Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied, theBank will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”)
who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The amount to be paid in for rights to subscribe for new shares will be the amount obtained by multiplying the Number of
Shares Granted by the option price per share calculated using the Black-Scholes Model (with amounts less than one yenrounded to the nearest whole number) as of the Allocation Date of the rights to subscribe for new shares.
In addition, the party receiving allocation shall set off remuneration claims it holds against the Bank with its obligation to
pay the paid-in amount for rights to subscribe for new shares, in lieu of payment of such paid-in amount.
Exercisable period of the rights to subscribe for new shares
From July 23, 2020 to July 22, 2050
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares­ 89 ­

(1)

7.
8.

9.

The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares
A resolution of the Board of Directors of the Bank is required for the acquisition of rights to subscribe for new shares bytransfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Bank’s general meeting of shareholders (ordecided by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not
required), the Bank may acquire rights to subscribe for new shares without contribution on a date separately determinedby the Bank’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Bank is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.

­ 90 ­

(2)

10.
11.

Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 5. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 5. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 6. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 8. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 11. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 5. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as director (including a
director who is a company auditor) of the Bank (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 5. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 9. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 22, 2049
From July 23, 2049 to July 22, 2050
(ii) If a proposal for a merger agreement in which the Bank will be the non-surviving company, a share exchange
agreement in which the Bank will be a wholly owned subsidiary, or a proposal for a share transfer agreement
is approved by a general meeting of shareholders (or decided by resolution of the Board of Directors if aresolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.

­ 91 ­

(3)12.

(1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares July 22, 2020
End of document.

­ 92 ­

Exhibit 2-(9)-2
Details of the Aichi Financial Group, Inc. Series 9 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

6.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 9 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 333;
provided, however, that if the Company carries out a share split (including allocation of shares of the Company’scommon stock without contribution; hereinafter the same for mentions of share split) or share consolidation of its
common stock on or after the date of the grant of the rights to subscribe for new shares (the “Allocation Date”), theNumber of Shares Granted shall be adjusted in accordance with the following formula, and fractional shares occurring asa result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or,if a record date is not specified, from the effective date) in the case of a share split and from the effective date in the caseof a share consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce
the amount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Company carries out a merger or company split, or if it is otherwise
necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company may appropriately
adjust the Number of Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied,
the Company will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New
Shares”) who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise priceof one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Numberof Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 22, 2050
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares(1) The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares­ 93 ­

7.

8.

A resolution of the Board of Directors of the Company is required for the acquisition of rights to subscribe for new
shares by transfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Company’s general meeting of shareholders(or decided by resolution of the Company’s Board of Directors if a resolution of the general meeting of shareholders is
not required), the Company may acquire rights to subscribe for new shares without contribution on a date separately
determined by the Company’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Company is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Company is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an
incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(2) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares­ 94 ­

9.
10.

The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 4. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 5. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 10. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has
exercised a right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 4. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as director (including a
director who is a company auditor) of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited (the“Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 4. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 8. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 22, 2049
From July 23, 2049 to July 22, 2050
(ii) If a proposal for a merger agreement in which the Company will be the non-surviving company, a shareexchange agreement in which the Company will be a wholly owned subsidiary, or a proposal for a sharetransfer agreement is approved by a general meeting of shareholders (or decided by resolution of the Boardof Directors if a resolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.
(3) (1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.

­ 95 ­

11.

Allocation Date for the rights to subscribe for new shares October 3, 2022
End of document.

­ 96 ­

Exhibit 2-(10)-1
Details of The Aichi Bank, Ltd. Series 10 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.
6.

Name of rights to subscribe for new shares
The Aichi Bank, Ltd.
Series 10 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100; provided,
however, that if the Bank carries out a share split (including allocation of shares of the Bank’s common stock without
contribution; hereinafter the same for mentions of share split) or share consolidation of its common stock on or after thedate of the grant of the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be
adjusted in accordance with the following formula, and fractional shares occurring as a result of the adjustment will be
rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if the record
date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Bank carries out a merger or company split, or if it is otherwise necessary toadjust the Number of Shares Granted in a similar manner to such cases, the Bank may appropriately adjust the Number of
Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied, theBank will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”)
who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The amount to be paid in for rights to subscribe for new shares will be the amount obtained by multiplying the Number of
Shares Granted by the option price per share calculated using the Black-Scholes Model (with amounts less than one yenrounded to the nearest whole number) as of the Allocation Date of the rights to subscribe for new shares.
In addition, the party receiving allocation shall set off remuneration claims it holds against the Bank with its obligation to
pay the paid-in amount for rights to subscribe for new shares, in lieu of payment of such paid-in amount.
Exercisable period of the rights to subscribe for new shares
From July 22, 2021 to July 21, 2051
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares­ 97 ­

(1)

7.
8.

9.

The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares
A resolution of the Board of Directors of the Bank is required for the acquisition of rights to subscribe for new shares bytransfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Bank’s general meeting of shareholders (ordecided by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not
required), the Bank may acquire rights to subscribe for new shares without contribution on a date separately determinedby the Bank’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Bank is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.

­ 98 ­

(2)

10.
11.

Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 5. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 5. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 6. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 8. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 11. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 5. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as director (including a
director who is a company auditor) of the Bank (the “Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 5. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 9. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 21, 2050
From July 22, 2050 to July 21, 2051
(ii) If a proposal for a merger agreement in which the Bank will be the non-surviving company, a share exchange
agreement in which the Bank will be a wholly owned subsidiary, or a proposal for a share transfer agreement
is approved by a general meeting of shareholders (or decided by resolution of the Board of Directors if aresolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.

­ 99 ­

(3)12.

(1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.
Allocation Date for the rights to subscribe for new shares July 21, 2021
End of document.

­ 100 ­

Exhibit 2-(10)-2
Details of the Aichi Financial Group, Inc. Series 10 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

6.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 10 Rights to Subscribe for New SharesClass and quantity of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 333;
provided, however, that if the Company carries out a share split (including allocation of shares of the Company’scommon stock without contribution; hereinafter the same for mentions of share split) or share consolidation of its
common stock on or after the date of the grant of the rights to subscribe for new shares (the “Allocation Date”), theNumber of Shares Granted shall be adjusted in accordance with the following formula, and fractional shares occurring asa result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or shareconsolidation) ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or,if a record date is not specified, from the effective date) in the case of a share split and from the effective date in the caseof a share consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce
the amount of surplus and increase capital or reserve funds is approved at a general meeting of shareholders, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be retroactively applied to the day following the record date from the day
following the date of the close of the general meeting of shareholders.
In addition, if, after the Allocation Date, the Company carries out a merger or company split, or if it is otherwise
necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company may appropriately
adjust the Number of Shares Granted to a reasonable extent.
When adjusting the Number of Shares Granted, by the day before the adjusted Number of Shares Granted is applied,
the Company will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New
Shares”) who hold each of the rights to subscribe for new shares listed in the register of rights to subscribe for new shares;
provided, however, that if notice or announcement cannot be made by the day before the date of application, notice orannouncement shall be made promptly thereafter.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise priceof one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Numberof Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 21, 2051
Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise of rights
to subscribe for new shares(1) The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(2) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (1) above less the capital increase stipulated in (1) above.
Restrictions on transferring rights to subscribe for new shares­ 101 ­

7.

8.

A resolution of the Board of Directors of the Company is required for the acquisition of rights to subscribe for new
shares by transfer.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (1), (2), (3), (4), or (5) below is approved by the Company’s general meeting of shareholders(or decided by resolution of the Company’s Board of Directors if a resolution of the general meeting of shareholders is
not required), the Company may acquire rights to subscribe for new shares without contribution on a date separately
determined by the Company’s Board of Directors.
(1) Proposal to approve a merger agreement under which the Company is the non-surviving company.
(2) Proposal to approve a split agreement or split plan under which the Company is the split company.
(3) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(4) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(5) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Policy for determining the details of the delivery of rights to subscribe for new shares of the restructured company in a
restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an
incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(1) The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(2) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(3) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(4) Value of assets contributed upon exercise of rights to subscribe for new shares­ 102 ­

9.
10.

The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the exercise price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (3) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(5) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. above or the date Restructuring takes effect until the last day of the above rights to subscribe for new
shares exercisable period set forth in 4. above(6) Matters concerning increasing capital stock or capital reserves in the event shares are issued due to the exercise ofrights to subscribe for new shares
To be determined in accordance with 5. above.
(7) Restrictions on transferring rights to subscribe for new shares
A resolution of the Restructured Company’s Board of Directors is required for the acquisition of rights to subscribe
for new shares by assignment.
(8) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7. above.
(9) Other conditions for the exercise of rights to subscribe for new shares
To be determined in accordance with 10. below.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has
exercised a right to subscribe for new shares includes a fractional share, it will be rounded down.
Other conditions for the exercise of rights to subscribe for new shares(1) During the period set forth in 4. above, Holders of Rights to Subscribe for New Shares may exercise their rights to
subscribe for new shares from the day after the day on which they lose their position as director (including a
director who is a company auditor) of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited (the“Loss of Position Date”).
(2) Notwithstanding (1) above, during the period set forth in 4. above, in the case set forth in (i) or (ii) below (however,with regard to (ii), except where provided in the merger agreement, share exchange agreement, or share transfer
plan to the effect that rights to subscribe for new shares of the Restructured Company will be delivered to theHolder of Rights to Subscribe for New Shares in accordance with 8. above), Holders of Rights to Subscribe for
New Shares may exercise their rights to subscribe for new shares only within the period respectively stipulated
therein.
(i)
If a Holder of Rights to Subscribe for New Shares does not have a Loss of Position Date by July 21, 2050
From July 22, 2050 to July 21, 2051
(ii) If a proposal for a merger agreement in which the Company will be the non-surviving company, a shareexchange agreement in which the Company will be a wholly owned subsidiary, or a proposal for a sharetransfer agreement is approved by a general meeting of shareholders (or decided by resolution of the Boardof Directors if a resolution of the general meeting of shareholders is not required)
A 15-day period from the day following the date of such approval.
(3) (1) and (2)(i) above do not apply to persons who have succeeded to the rights to subscribe for new shares throughinheritance.
(4) In cases where Holders of Rights to Subscribe for New Shares waive their rights to subscribe for new shares, suchrights to subscribe for new shares may not be exercised.

­ 103 ­

11.

Allocation Date for the rights to subscribe for new shares October 3, 2022
End of document.

­ 104 ­

Exhibit 3-(1)-1
Details of The Chukyo Bank, Limited Series 1 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.

6.

Name of rights to subscribe for new shares
The Chukyo Bank, Limited
Series 1 Rights to Subscribe for New Shares
Total number of rights to subscribe for new shares351
The aforementioned total number is the planned number to be allocated, and if the total number of the rights to subscribe
for new shares to be allocated is reduced if applications for subscription are not made or the like, the total number ofrights to subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new sharesissued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number ofrights to subscribe for new shares to be allocatedDirectors of the BankSeven
218 rights
Executive officers of the BankSeven
133 rights
Class and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 1,000 shares (withthe adjusted Number of Shares Granted as 100 due to the share consolidation with an effective date of October 1, 2016
(the adjustment method is as set forth below)).
If the Bank conducts a share split (including allocation of shares of the Bank’s common stock without contribution;
hereinafter the same for mentions of share split) or a share consolidation of its common stock after the date set forth in 14.
below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of Shares
Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply to thoseshares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse split.
Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Bank, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be applied from the day following the date of conclusion of the general meetingof shareholders.
In addition to the above, if, after the Allocation Date, the Bank carries out a merger, company split or share exchange, or
if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Bank may adjust
the Number of Shares Granted as deemed necessary by the Board of Directors of the Bank.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares­ 105 ­

The paid-in amount for each right to subscribe for new shares shall be obtained by multiplying the option price per share
which is calculated based on the following formula and the basis figures from (ii) through (vii) below by the Number of
Shares Granted (with amounts less than one yen rounded up).
C = Se − t N (d1 ) − e − rt XN (d 2 )Where:

2 
S 
t
ln   +  r −  +
2 
X 
, d 2 = d1 −  t
d1 =
 t
(i)
Option price per share ( C )(ii) Share price ( S ): closing price of ordinary transactions of common shares of the Bank on the Tokyo Stock

7.
8.

9.

Exchange on July 31, 2013 (or, if there is no closing price, the standard price on the next trading day)(iii) Exercise price ( X ): as stated in 5. above(iv) Expected remaining period ( t ): 2.9 years(v) Volatility (  ): calculated based on the closing price of ordinary transactions of common shares of the Bankon each trading date over 2.9 years (from September 6, 2010 to July 31, 2013).
(vi) Risk-free interest rate ( r ): rate of interest on government bonds corresponding to the expected remaining
period(vii) Dividend yield (  ): dividend per share for the most recent fiscal year ÷ share price set out in (ii) above(viii) Cumulative distribution function of standard normal distribution ( N () )The amount calculated in accordance with the foregoing is the fair value of the rights to subscribe for new shares and does
not constitute an advantageous issuance. In addition, the party receiving allocation shall set off remuneration claims it
holds against the Bank with its obligation to pay the paid-in amount for rights to subscribe for new shares .
Exercisable period of the rights to subscribe for new shares
From August 1, 2013 to July 31, 2043.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Bank.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Bank is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Bank will become
the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Bank (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not
required), the rights to subscribe for new shares may only be exercised for a period of 30 days from the day
following the date of approval; provided, however, that this shall exclude cases in which the rights to subscribe for
new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New Shares inaccordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring prescribed in
12. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Rights to Subscribe for New
Shares entered into between the Bank and the Holder of Rights to Subscribe for New Shares.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for­ 106 ­

10.

11.
12.

new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(ii) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Bank’s general meeting of shareholders (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not required),the Bank may acquire the rights to subscribe for new shares without contribution on a date separately determined by the
Bank’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Bank would become thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Bank is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder of­ 107 ­

Rights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(iii) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 4. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 7. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 7.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 9.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 8.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 10.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedJuly 31, 2013
Method of requesting exercise of rights to subscribe for new shares and making payment(i)
When exercising rights to subscribe for new shares, the written request for exercise of rights to subscribe for new
shares shall be completed in the form prescribed by the Bank, and upon affixing the name and seal or signature
thereto, shall be submitted to the location for submitting requests to exercise rights to subscribe for new shares set
out in 16.
(ii) In addition to submission of the written request for exercise of rights to subscribe for new shares set forth in (i)above, in accordance with the provisions of Article 281(1) of the Companies Act, the full amount of the amountobtained by multiplying the value of assets to be contributed upon exercise of the rights to subscribe for new sharesby the number of rights to subscribe for new shares subject to exercise shall be transferred in cash to the accountdesignated by the Bank at the location for handling payment set forth in 17. by the date designated by the Bank.
Location for submitting requests to exercise rights to subscribe for new shares
The Bank’s Human Resources Department (or the department in charge of such operations at the time)
Location for handling payment of money to be contributed upon exercise of the rights to subscribe for new shares
The Bank’s Headquarters Sales Department (or the succeeding bank or branch of such bank or branch at the time)
(ii)

13.
14.
15.

16.
17.

­ 108 ­

18.

19.

20.

21.

Handling after exercise of rights to subscribe for new shares
Promptly after the completion of the exercise procedures, the Bank shall carry out the procedures necessary for the entry
or record of the shares to be acquired by Holders of Rights to Subscribe for New Shares through the exercise of rights to
subscribe for new shares into an account in the name of the Holder of Rights to Subscribe for New Shares opened by theHolder of Rights to Subscribe for New Shares in advance at a financial instruments service operator, etc. designated by
the Bank.
Handling due to replacement of the provisions of these terms and conditions or other measures
If it is necessary to replace the provisions of these terms and conditions or take other measures, the handling of mattersrelated thereto may be amended in accordance with the provisions of the Companies Act and the intent of the rights to
subscribe for new shares by the method the Bank deems appropriate, and such amendment shall form an integral part ofthese terms and conditions.
Public notice regarding issuance terms and conditions
The Bank shall keep a certified copy of the terms and conditions of the issuance of rights to subscribe for new shares at its
headquarters and make it available for inspection by the Holders of Rights to Subscribe for New Shares during its
business hours.
Other
The administration necessary for the issuance of the rights to subscribe for new shares, such as determination of details
regarding the issuance and allocation of the rights to subscribe for new shares and the performance, etc. of procedures
necessary for the issuance of the rights to subscribe for new shares, shall be delegated to the Bank’s Human Resources
Department.
End of document.

­ 109 ­

Exhibit 3-(1)-2
Details of the Aichi Financial Group, Inc. Series 11 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 11 Rights to Subscribe for New SharesClass and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Company conducts a share split (including allocation of shares of the Company’s common stock without
contribution; hereinafter the same for mentions of share split) or a share consolidation of its common stock after the dateset forth in 11. below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of
Shares Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply tothose shares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse
split. Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Company, andif the record date for the share split is a day on or before the date of the conclusion of such general meeting ofshareholders, the adjusted Number of Shares Granted shall be applied from the day following the date of conclusion of
the general meeting of shareholders.
In addition to the above, if, after the Allocation Date, the Company carries out a merger, company split or share exchange,
or if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company
may adjust the Number of Shares Granted as deemed necessary by the Board of Directors of the Company.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 31, 2043.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Company is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Company will
become the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which
the Company becomes a wholly owned subsidiary is approved by the general meeting of shareholders of theCompany (or resolved by the Board of Directors of the Company if a resolution of the general meeting ofshareholders is not required), the rights to subscribe for new shares may only be exercised for a period of 30 days
from the day following the date of approval; provided, however, that this shall exclude cases in which the rights to­ 110 ­

6.

7.

8.
9.

subscribe for new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New
Shares in accordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring
prescribed in 9. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Series 1 Rights to Subscribe for
New Shares (Share-Based Compensation Type Stock Options) entered into between The Chukyo Bank, Limited
and the Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replacedwith “Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 1 Rights to Subscribe for New Shares(Share-Based Compensation Type Stock Options)” shall be replaced with “Series 11 Rights to Subscribe for New
Shares of Aichi Financial Group, Inc.” in the agreement.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(ii) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Company’s general meeting of shareholders (orresolved by the Board of Directors of the Company if a resolution of the general meeting of shareholders is not required),
the Company may acquire the rights to subscribe for new shares without contribution on a date separately determined by
the Company’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Company is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Company would become
the splitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Company is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger is­ 111 ­

10.
11.

established; for an absorption-type company split, the date the absorption-type company split takes effect; for an
incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(iii) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 4.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 6.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 5.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedOctober 3, 2022
End of document.

­ 112 ­

Exhibit 3-(2)-1
Details of The Chukyo Bank, Limited Series 2 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.

6.

Name of rights to subscribe for new shares
The Chukyo Bank, Limited
Series 2 Rights to Subscribe for New Shares
Total number of rights to subscribe for new shares
321
The aforementioned total number is the planned number to be allocated, and if the total number of the rights to subscribe
for new shares to be allocated is reduced if applications for subscription are not made or the like, the total number ofrights to subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new sharesissued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number ofrights to subscribe for new shares to be allocatedDirectors of the BankSeven
195 rights
Executive officers of the BankSeven
126 rights
Class and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 1,000 shares (withthe adjusted Number of Shares Granted as 100 due to the share consolidation with an effective date of October 1, 2016
(the adjustment method is as set forth below)).
If the Bank conducts a share split (including allocation of shares of the Bank’s common stock without contribution;
hereinafter the same for mentions of share split) or a share consolidation of its common stock after the date set forth in 14.
below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of Shares
Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply to thoseshares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse split.
Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Bank, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be applied from the day following the date of conclusion of the general meetingof shareholders.
In addition to the above, if, after the Allocation Date, the Bank carries out a merger, company split or share exchange, or
if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Bank may adjust
the Number of Shares Granted as deemed necessary by the Board of Directors of the Bank.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The paid-in amount for each right to subscribe for new shares shall be obtained by multiplying the option price per share­ 113 ­

which is calculated based on the following formula and the basis figures from (ii) through (vii) below by the Number of
Shares Granted (with amounts less than one yen rounded up).
C = Se − t N (d1 ) − e − rt XN (d 2 )Where:

2 
S 
t
ln   +  r −  +
2 
X 
, d 2 = d1 −  t
d1 =
 t
(i)
Option price per share ( C )(ii) Share price ( S ): closing price of ordinary transactions of common shares of the Bank on the Tokyo Stock
Exchange on July 30, 2014 (or, if there is no closing price, the standard price on the next trading day)Exercise price ( X ): as stated in 5. above
Expected remaining period ( t ): 2.8 years
Volatility (  ): calculated based on the closing price of ordinary transactions of common shares of the Bankon each trading date over 2.8 years (from October 12, 2011 to July 30, 2014).
(vi) Risk-free interest rate ( r ): rate of interest on government bonds corresponding to the expected remaining
period(vii) Dividend yield (  ): dividend per share for the most recent fiscal year ÷ share price set out in (ii) above(viii) Cumulative distribution function of standard normal distribution ( N () )The amount calculated in accordance with the foregoing is the fair value of the rights to subscribe for new shares and does
not constitute an advantageous issuance. In addition, the party receiving allocation shall set off remuneration claims it
holds against the Bank with its obligation to pay the paid-in amount for rights to subscribe for new shares .
Exercisable period of the rights to subscribe for new shares
From July 31, 2014 to July 30, 2044.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Bank.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Bank is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Bank will become
the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Bank (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not
required), the rights to subscribe for new shares may only be exercised for a period of 30 days from the day
following the date of approval; provided, however, that this shall exclude cases in which the rights to subscribe for
new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New Shares inaccordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring prescribed in
12. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Rights to Subscribe for New
Shares entered into between the Bank and the Holder of Rights to Subscribe for New Shares.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares
(iii)
(iv)
(v)

7.
8.

9.

­ 114 ­

(i)

10.

11.
12.

The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(ii) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Bank’s general meeting of shareholders (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not required),the Bank may acquire the rights to subscribe for new shares without contribution on a date separately determined by the
Bank’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Bank would become thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Bank is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.

­ 115 ­

(ii)

13.
14.
15.

16.
17.
18.

Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(iii) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 4. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 7. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 7.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 9.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 8.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 10.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedJuly 30, 2014
Method of requesting exercise of rights to subscribe for new shares and making payment(i)
When exercising rights to subscribe for new shares, the written request for exercise of rights to subscribe for new
shares shall be completed in the form prescribed by the Bank, and upon affixing the name and seal or signature
thereto, shall be submitted to the location for submitting requests to exercise rights to subscribe for new shares set
out in 16.
(ii) In addition to submission of the written request for exercise of rights to subscribe for new shares set forth in (i)above, in accordance with the provisions of Article 281(1) of the Companies Act, the full amount of the amountobtained by multiplying the value of assets to be contributed upon exercise of the rights to subscribe for new sharesby the number of rights to subscribe for new shares subject to exercise shall be transferred in cash to the accountdesignated by the Bank at the location for handling payment set forth in 17. by the date designated by the Bank.
Location for submitting requests to exercise rights to subscribe for new shares
The Bank’s Human Resources Department (or the department in charge of such operations at the time)
Location for handling payment of money to be contributed upon exercise of the rights to subscribe for new shares
The Bank’s Headquarters Sales Department (or the succeeding bank or branch of such bank or branch at the time)
Handling after exercise of rights to subscribe for new shares­ 116 ­

19.

20.

21.

Promptly after the completion of the exercise procedures, the Bank shall carry out the procedures necessary for the entry
or record of the shares to be acquired by Holders of Rights to Subscribe for New Shares through the exercise of rights to
subscribe for new shares into an account in the name of the Holder of Rights to Subscribe for New Shares opened by theHolder of Rights to Subscribe for New Shares in advance at a financial instruments service operator, etc. designated by
the Bank.
Handling due to replacement of the provisions of these terms and conditions or other measures
If it is necessary to replace the provisions of these terms and conditions or take other measures, the handling of mattersrelated thereto may be amended in accordance with the provisions of the Companies Act and the intent of the rights to
subscribe for new shares by the method the Bank deems appropriate, and such amendment shall form an integral part ofthese terms and conditions.
Public notice regarding issuance terms and conditions
The Bank shall keep a certified copy of the terms and conditions of the issuance of rights to subscribe for new shares at its
headquarters and make it available for inspection by the Holders of Rights to Subscribe for New Shares during its
business hours.
Other
The administration necessary for the issuance of the rights to subscribe for new shares, such as determination of details
regarding the issuance and allocation of the rights to subscribe for new shares and the performance, etc. of procedures
necessary for the issuance of the rights to subscribe for new shares, shall be delegated to the Bank’s Human Resources
Department.
End of document.

­ 117 ­

Exhibit 3-(2)-2
Details of the Aichi Financial Group, Inc. Series 12 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 12 Rights to Subscribe for New SharesClass and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Company conducts a share split (including allocation of shares of the Company’s common stock without
contribution; hereinafter the same for mentions of share split) or a share consolidation of its common stock after the dateset forth in 11. below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of
Shares Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply tothose shares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse
split. Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Company, andif the record date for the share split is a day on or before the date of the conclusion of such general meeting ofshareholders, the adjusted Number of Shares Granted shall be applied from the day following the date of conclusion of
the general meeting of shareholders.
In addition to the above, if, after the Allocation Date, the Company carries out a merger, company split or share exchange,
or if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company
may adjust the Number of Shares Granted as deemed necessary by the Board of Directors of the Company.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 30, 2044.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Company is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Company will
become the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which
the Company becomes a wholly owned subsidiary is approved by the general meeting of shareholders of theCompany (or resolved by the Board of Directors of the Company if a resolution of the general meeting ofshareholders is not required), the rights to subscribe for new shares may only be exercised for a period of 30 days
from the day following the date of approval; provided, however, that this shall exclude cases in which the rights to
subscribe for new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New­ 118 ­

6.

7.

8.
9.

Shares in accordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring
prescribed in 9. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Series 2 Rights to Subscribe for
New Shares (Share-Based Compensation Type Stock Options) entered into between The Chukyo Bank, Limited
and the Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replacedwith “Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 2 Rights to Subscribe for New Shares(Share-Based Compensation Type Stock Options)” shall be replaced with “Series 12 Rights to Subscribe for New
Shares of Aichi Financial Group, Inc.” in the agreement.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(ii) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Company’s general meeting of shareholders (orresolved by the Board of Directors of the Company if a resolution of the general meeting of shareholders is not required),
the Company may acquire the rights to subscribe for new shares without contribution on a date separately determined by
the Company’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Company is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Company would become
the splitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Company is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an­ 119 ­

10.
11.

incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(iii) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 4.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 6.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 5.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedOctober 3, 2022
End of document.

­ 120 ­

Exhibit 3-(3)-1
Details of The Chukyo Bank, Limited Series 3 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.

6.

Name of rights to subscribe for new shares
The Chukyo Bank, Limited
Series 3 Rights to Subscribe for New Shares
Total number of rights to subscribe for new shares
291
The aforementioned total number is the planned number to be allocated, and if the total number of the rights to subscribe
for new shares to be allocated is reduced if applications for subscription are not made or the like, the total number ofrights to subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new sharesissued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number ofrights to subscribe for new shares to be allocatedDirectors of the Bank
Eight
207 rights
Executive officers of the BankSix
84 rights
Class and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 1,000 shares (withthe adjusted Number of Shares Granted as 100 due to the share consolidation with an effective date of October 1, 2016
(the adjustment method is as set forth below)).
If the Bank conducts a share split (including allocation of shares of the Bank’s common stock without contribution;
hereinafter the same for mentions of share split) or a share consolidation of its common stock after the date set forth in 14.
below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of Shares
Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply to thoseshares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse split.
Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Bank, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be applied from the day following the date of conclusion of the general meetingof shareholders.
In addition to the above, if, after the Allocation Date, the Bank carries out a merger, company split or share exchange, or
if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Bank may adjust
the Number of Shares Granted as deemed necessary by the Board of Directors of the Bank.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The paid-in amount for each right to subscribe for new shares shall be obtained by multiplying the option price per share­ 121 ­

which is calculated based on the following formula and the basis figures from (ii) through (vii) below by the Number of
Shares Granted (with amounts less than one yen rounded up).
C = Se − t N (d1 ) − e − rt XN (d 2 )Where:

2 
S 
t
ln   +  r −  +
2 
X 
, d 2 = d1 −  t
d1 =
 t
(i)
Option price per share ( C )(ii) Share price ( S ): closing price of ordinary transactions of common shares of the Bank on the Tokyo Stock
Exchange on July 30, 2015 (or, if there is no closing price, the standard price on the next trading day)Exercise price ( X ): as stated in 5. above
Expected remaining period ( t ): 3.4 years
Volatility (  ): calculated based on the closing price of ordinary transactions of common shares of the Bankon each trading date over 3.4 years (from March 6, 2012 to July 30, 2015).
(vi) Risk-free interest rate ( r ): rate of interest on government bonds corresponding to the expected remaining
period(vii) Dividend yield (  ): dividend per share for the most recent fiscal year ÷ share price set out in (ii) above(viii) Cumulative distribution function of standard normal distribution ( N () )The amount calculated in accordance with the foregoing is the fair value of the rights to subscribe for new shares and does
not constitute an advantageous issuance. In addition, the party receiving allocation shall set off remuneration claims it
holds against the Bank with its obligation to pay the paid-in amount for rights to subscribe for new shares .
Exercisable period of the rights to subscribe for new shares
From July 31, 2015 to July 30, 2045.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Bank.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Bank is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Bank will become
the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Bank (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not
required), the rights to subscribe for new shares may only be exercised for a period of 30 days from the day
following the date of approval; provided, however, that this shall exclude cases in which the rights to subscribe for
new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New Shares inaccordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring prescribed in
12. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Rights to Subscribe for New
Shares entered into between the Bank and the Holder of Rights to Subscribe for New Shares.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares
(iii)
(iv)
(v)

7.
8.

9.

­ 122 ­

(i)

10.

11.
12.

The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(ii) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Bank’s general meeting of shareholders (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not required),the Bank may acquire the rights to subscribe for new shares without contribution on a date separately determined by the
Bank’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Bank would become thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Bank is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.

­ 123 ­

(ii)

13.
14.
15.

16.
17.
18.

Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(iii) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 4. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 7. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 7.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 9.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 8.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 10.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedJuly 30, 2015
Method of requesting exercise of rights to subscribe for new shares and making payment(i)
When exercising rights to subscribe for new shares, the written request for exercise of rights to subscribe for new
shares shall be completed in the form prescribed by the Bank, and upon affixing the name and seal or signature
thereto, shall be submitted to the location for submitting requests to exercise rights to subscribe for new shares set
out in 16.
(ii) In addition to submission of the written request for exercise of rights to subscribe for new shares set forth in (i)above, in accordance with the provisions of Article 281(1) of the Companies Act, the full amount of the amountobtained by multiplying the value of assets to be contributed upon exercise of the rights to subscribe for new sharesby the number of rights to subscribe for new shares subject to exercise shall be transferred in cash to the accountdesignated by the Bank at the location for handling payment set forth in 17. by the date designated by the Bank.
Location for submitting requests to exercise rights to subscribe for new shares
The Bank’s Human Resources Department (or the department in charge of such operations at the time)
Location for handling payment of money to be contributed upon exercise of the rights to subscribe for new shares
The Bank’s Headquarters Sales Department (or the succeeding bank or branch of such bank or branch at the time)
Handling after exercise of rights to subscribe for new shares­ 124 ­

19.

20.

21.

Promptly after the completion of the exercise procedures, the Bank shall carry out the procedures necessary for the entry
or record of the shares to be acquired by Holders of Rights to Subscribe for New Shares through the exercise of rights to
subscribe for new shares into an account in the name of the Holder of Rights to Subscribe for New Shares opened by theHolder of Rights to Subscribe for New Shares in advance at a financial instruments service operator, etc. designated by
the Bank.
Handling due to replacement of the provisions of these terms and conditions or other measures
If it is necessary to replace the provisions of these terms and conditions or take other measures, the handling of mattersrelated thereto may be amended in accordance with the provisions of the Companies Act and the intent of the rights to
subscribe for new shares by the method the Bank deems appropriate, and such amendment shall form an integral part ofthese terms and conditions.
Public notice regarding issuance terms and conditions
The Bank shall keep a certified copy of the terms and conditions of the issuance of rights to subscribe for new shares at its
headquarters and make it available for inspection by the Holders of Rights to Subscribe for New Shares during its
business hours.
Other
The administration necessary for the issuance of the rights to subscribe for new shares, such as determination of details
regarding the issuance and allocation of the rights to subscribe for new shares and the performance, etc. of procedures
necessary for the issuance of the rights to subscribe for new shares, shall be delegated to the Bank’s Human Resources
Department.
End of document.

­ 125 ­

Exhibit 3-(3)-2
Details of the Aichi Financial Group, Inc. Series 13 Rights Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 13 Rights to Subscribe for New SharesClass and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Company conducts a share split (including allocation of shares of the Company’s common stock without
contribution; hereinafter the same for mentions of share split) or a share consolidation of its common stock after the dateset forth in 11. below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of
Shares Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply tothose shares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse
split. Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Company, andif the record date for the share split is a day on or before the date of the conclusion of such general meeting ofshareholders, the adjusted Number of Shares Granted shall be applied from the day following the date of conclusion of
the general meeting of shareholders.
In addition to the above, if, after the Allocation Date, the Company carries out a merger, company split or share exchange,
or if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company
may adjust the Number of Shares Granted as deemed necessary by the Board of Directors of the Company.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 30, 2045.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Company is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Company will
become the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which
the Company becomes a wholly owned subsidiary is approved by the general meeting of shareholders of theCompany (or resolved by the Board of Directors of the Company if a resolution of the general meeting ofshareholders is not required), the rights to subscribe for new shares may only be exercised for a period of 30 days
from the day following the date of approval; provided, however, that this shall exclude cases in which the rights to
subscribe for new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New­ 126 ­

6.

7.

8.
9.

Shares in accordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring
prescribed in 9. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Series 3 Rights to Subscribe for
New Shares (Share-Based Compensation Type Stock Options) entered into between The Chukyo Bank, Limited
and the Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replacedwith “Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 3 Rights to Subscribe for New Shares(Share-Based Compensation Type Stock Options)” shall be replaced with “Series 13 Rights Rights to Subscribe for
New Shares of Aichi Financial Group, Inc.” in the agreement.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(ii) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Company’s general meeting of shareholders (orresolved by the Board of Directors of the Company if a resolution of the general meeting of shareholders is not required),
the Company may acquire the rights to subscribe for new shares without contribution on a date separately determined by
the Company’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Company is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Company would become
the splitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Company is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an­ 127 ­

10.
11.

incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(iii) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 4.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 6.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 5.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedOctober 3, 2022
End of document.

­ 128 ­

Exhibit 3-(4)-1
Details of The Chukyo Bank, Limited Series 4 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.

6.

Name of rights to subscribe for new shares
The Chukyo Bank, Limited
Series 4 Rights to Subscribe for New Shares
Total number of rights to subscribe for new shares
283
The aforementioned total number is the planned number to be allocated, and if the total number of the rights to subscribe
for new shares to be allocated is reduced if applications for subscription are not made or the like, the total number ofrights to subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new sharesissued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number ofrights to subscribe for new shares to be allocatedDirectors of the Bank
Eight
191 rights
Executive officers of the BankSeven
92 rights
Class and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 1,000 shares (withthe adjusted Number of Shares Granted as 100 due to the share consolidation with an effective date of October 1, 2016
(the adjustment method is as set forth below)).
If the Bank conducts a share split (including allocation of shares of the Bank’s common stock without contribution;
hereinafter the same for mentions of share split) or a share consolidation of its common stock after the date set forth in 14.
below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of Shares
Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply to thoseshares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse split.
Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Bank, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be applied from the day following the date of conclusion of the general meetingof shareholders.
In addition to the above, if, after the Allocation Date, the Bank carries out a merger, company split or share exchange, or
if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Bank may adjust
the Number of Shares Granted as deemed necessary by the Board of Directors of the Bank.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The paid-in amount for each right to subscribe for new shares shall be obtained by multiplying the option price per share­ 129 ­

which is calculated based on the following formula and the basis figures from (ii) through (vii) below by the Number of
Shares Granted (with amounts less than one yen rounded up).
C = Se − t N (d1 ) − e − rt XN (d 2 )Where:

2 
S 
t
ln   +  r −  +
2 
X 
, d 2 = d1 −  t
d1 =
 t
(i)
Option price per share ( C )(ii) Share price ( S ): closing price of ordinary transactions of common shares of the Bank on the Tokyo Stock
Exchange on July 27, 2016 (or, if there is no closing price, the standard price on the next trading day)Exercise price ( X ): as stated in 5. above
Expected remaining period ( t ): 3.4 years
Volatility (  ): calculated based on the closing price of ordinary transactions of common shares of the Bankon each trading date over 3.4 years (from March 4, 2013 to July 27, 2016).
(vi) Risk-free interest rate ( r ): rate of interest on government bonds corresponding to the expected remaining
period(vii) Dividend yield (  ): dividend per share for the most recent fiscal year ÷ share price set out in (ii) above(viii) Cumulative distribution function of standard normal distribution ( N () )The amount calculated in accordance with the foregoing is the fair value of the rights to subscribe for new shares and does
not constitute an advantageous issuance. In addition, the party receiving allocation shall set off remuneration claims it
holds against the Bank with its obligation to pay the paid-in amount for rights to subscribe for new shares .
Exercisable period of the rights to subscribe for new shares
From July 28, 2016 to July 27, 2046.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Bank.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Bank is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Bank will become
the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Bank (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not
required), the rights to subscribe for new shares may only be exercised for a period of 30 days from the day
following the date of approval; provided, however, that this shall exclude cases in which the rights to subscribe for
new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New Shares inaccordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring prescribed in
12. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Rights to Subscribe for New
Shares entered into between the Bank and the Holder of Rights to Subscribe for New Shares.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares
(iii)
(iv)
(v)

7.
8.

9.

­ 130 ­

(i)

10.

11.
12.

The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(ii) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Bank’s general meeting of shareholders (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not required),the Bank may acquire the rights to subscribe for new shares without contribution on a date separately determined by the
Bank’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Bank would become thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Bank is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.

­ 131 ­

(ii)

13.
14.
15.

16.
17.
18.

Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(iii) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 4. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 7. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 7.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 9.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 8.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 10.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedJuly 27, 2016
Method of requesting exercise of rights to subscribe for new shares and making payment(i)
When exercising rights to subscribe for new shares, the written request for exercise of rights to subscribe for new
shares shall be completed in the form prescribed by the Bank, and upon affixing the name and seal or signature
thereto, shall be submitted to the location for submitting requests to exercise rights to subscribe for new shares set
out in 16.
(ii) In addition to submission of the written request for exercise of rights to subscribe for new shares set forth in (i)above, in accordance with the provisions of Article 281(1) of the Companies Act, the full amount of the amountobtained by multiplying the value of assets to be contributed upon exercise of the rights to subscribe for new sharesby the number of rights to subscribe for new shares subject to exercise shall be transferred in cash to the accountdesignated by the Bank at the location for handling payment set forth in 17. by the date designated by the Bank.
Location for submitting requests to exercise rights to subscribe for new shares
The Bank’s Human Resources Department (or the department in charge of such operations at the time)
Location for handling payment of money to be contributed upon exercise of the rights to subscribe for new shares
The Bank’s Headquarters Sales Department (or the succeeding bank or branch of such bank or branch at the time)
Handling after exercise of rights to subscribe for new shares­ 132 ­

19.

20.

21.

Promptly after the completion of the exercise procedures, the Bank shall carry out the procedures necessary for the entry
or record of the shares to be acquired by Holders of Rights to Subscribe for New Shares through the exercise of rights to
subscribe for new shares into an account in the name of the Holder of Rights to Subscribe for New Shares opened by theHolder of Rights to Subscribe for New Shares in advance at a financial instruments service operator, etc. designated by
the Bank.
Handling due to replacement of the provisions of these terms and conditions or other measures
If it is necessary to replace the provisions of these terms and conditions or take other measures, the handling of mattersrelated thereto may be amended in accordance with the provisions of the Companies Act and the intent of the rights to
subscribe for new shares by the method the Bank deems appropriate, and such amendment shall form an integral part ofthese terms and conditions.
Public notice regarding issuance terms and conditions
The Bank shall keep a certified copy of the terms and conditions of the issuance of rights to subscribe for new shares at its
headquarters and make it available for inspection by the Holders of Rights to Subscribe for New Shares during its
business hours.
Other
The administration necessary for the issuance of the rights to subscribe for new shares, such as determination of details
regarding the issuance and allocation of the rights to subscribe for new shares and the performance, etc. of procedures
necessary for the issuance of the rights to subscribe for new shares, shall be delegated to the Bank’s Human Resources
Department.
End of document.

­ 133 ­

Exhibit 3-(4)-2
Details of the Aichi Financial Group, Inc. Series 14 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 14 Rights to Subscribe for New SharesClass and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Company conducts a share split (including allocation of shares of the Company’s common stock without
contribution; hereinafter the same for mentions of share split) or a share consolidation of its common stock after the dateset forth in 11. below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of
Shares Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply tothose shares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse
split. Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Company, andif the record date for the share split is a day on or before the date of the conclusion of such general meeting ofshareholders, the adjusted Number of Shares Granted shall be applied from the day following the date of conclusion of
the general meeting of shareholders.
In addition to the above, if, after the Allocation Date, the Company carries out a merger, company split or share exchange,
or if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company
may adjust the Number of Shares Granted as deemed necessary by the Board of Directors of the Company.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 27, 2046.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Company is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Company will
become the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which
the Company becomes a wholly owned subsidiary is approved by the general meeting of shareholders of theCompany (or resolved by the Board of Directors of the Company if a resolution of the general meeting ofshareholders is not required), the rights to subscribe for new shares may only be exercised for a period of 30 days
from the day following the date of approval; provided, however, that this shall exclude cases in which the rights to
subscribe for new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New­ 134 ­

6.

7.

8.
9.

Shares in accordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring
prescribed in 9. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Series 4 Rights to Subscribe for
New Shares (Share-Based Compensation Type Stock Options) entered into between The Chukyo Bank, Limited
and the Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replacedwith “Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 4 Rights to Subscribe for New Shares(Share-Based Compensation Type Stock Options)” shall be replaced with “Series 14 Rights to Subscribe for New
Shares of Aichi Financial Group, Inc.” in the agreement.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(ii) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Company’s general meeting of shareholders (orresolved by the Board of Directors of the Company if a resolution of the general meeting of shareholders is not required),
the Company may acquire the rights to subscribe for new shares without contribution on a date separately determined by
the Company’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Company is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Company would become
the splitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Company is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an­ 135 ­

10.
11.

incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(iii) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 4.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 6.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 5.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedOctober 3, 2022
End of document.

­ 136 ­

Exhibit 3-(5)-1
Details of The Chukyo Bank, Limited Series 5 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.

6.

Name of rights to subscribe for new shares
The Chukyo Bank, Limited
Series 5 Rights to Subscribe for New Shares
Total number of rights to subscribe for new shares
339
The aforementioned total number is the planned number to be allocated, and if the total number of the rights to subscribe
for new shares to be allocated is reduced if applications for subscription are not made or the like, the total number ofrights to subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new sharesissued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number ofrights to subscribe for new shares to be allocatedDirectors of the BankEight
212 rights
Executive officers of the BankNine
127 rights
Class and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Bank conducts a share split (including allocation of shares of the Bank’s common stock without contribution;
hereinafter the same for mentions of share split) or a share consolidation of its common stock after the date set forth in 14.
below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of Shares
Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply to thoseshares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse split.
Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Bank, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be applied from the day following the date of conclusion of the general meetingof shareholders.
In addition to the above, if, after the Allocation Date, the Bank carries out a merger, company split or share exchange, or
if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Bank may adjust
the Number of Shares Granted as deemed necessary by the Board of Directors of the Bank.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The paid-in amount for each right to subscribe for new shares shall be obtained by multiplying the option price per share
which is calculated based on the following formula and the basis figures from (ii) through (vii) below by the Number of
Shares Granted (with amounts less than one yen rounded up).

­ 137 ­

C = Se − t N (d1 ) − e − rt XN (d 2 )Where:

2 
S 
t

ln   +  r −  +
2 
X 
, d 2 = d1 −  t
d1 =
 t
(i)
Option price per share ( C )(ii) Share price ( S ): closing price of ordinary transactions of common shares of the Bank on the Tokyo Stock
Exchange on July 26, 2017 (or, if there is no closing price, the standard price on the next trading day)Exercise price ( X ): as stated in 5. above
Expected remaining period ( t ): 3.4 years
Volatility (  ): calculated based on the closing price of ordinary transactions of common shares of the Bankon each trading date over 3.4 years (from March 3, 2014 to July 26, 2017).
(vi) Risk-free interest rate ( r ): rate of interest on government bonds corresponding to the expected remaining
period(vii) Dividend yield (  ): dividend per share for the most recent fiscal year ÷ share price set out in (ii) above(viii) Cumulative distribution function of standard normal distribution ( N () )The amount calculated in accordance with the foregoing is the fair value of the rights to subscribe for new shares and does
not constitute an advantageous issuance. In addition, the party receiving allocation shall set off remuneration claims it
holds against the Bank with its obligation to pay the paid-in amount for rights to subscribe for new shares .
Exercisable period of the rights to subscribe for new shares
From July 27, 2017 to July 26, 2047.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Bank.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Bank is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Bank will become
the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Bank (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not
required), the rights to subscribe for new shares may only be exercised for a period of 30 days from the day
following the date of approval; provided, however, that this shall exclude cases in which the rights to subscribe for
new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New Shares inaccordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring prescribed in
12. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Rights to Subscribe for New
Shares entered into between the Bank and the Holder of Rights to Subscribe for New Shares.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
(iii)
(iv)
(v)

7.
8.

9.

­ 138 ­

Corporate Accounting, rounded up to the nearest yen.
The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Bank’s general meeting of shareholders (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not required),the Bank may acquire the rights to subscribe for new shares without contribution on a date separately determined by the
Bank’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Bank would become thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Bank is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company
(ii)

10.

11.
12.

­ 139 ­

(iii)

13.
14.
15.

16.
17.
18.

Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 4. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 7. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 7.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 9.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 8.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 10.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedJuly 26, 2017
Method of requesting exercise of rights to subscribe for new shares and making payment(i)
When exercising rights to subscribe for new shares, the written request for exercise of rights to subscribe for new
shares shall be completed in the form prescribed by the Bank, and upon affixing the name and seal or signature
thereto, shall be submitted to the location for submitting requests to exercise rights to subscribe for new shares set
out in 16.
(ii) In addition to submission of the written request for exercise of rights to subscribe for new shares set forth in (i)above, in accordance with the provisions of Article 281(1) of the Companies Act, the full amount of the amountobtained by multiplying the value of assets to be contributed upon exercise of the rights to subscribe for new sharesby the number of rights to subscribe for new shares subject to exercise shall be transferred in cash to the accountdesignated by the Bank at the location for handling payment set forth in 17. by the date designated by the Bank.
Location for submitting requests to exercise rights to subscribe for new shares
The Bank’s Human Resources Department (or the department in charge of such operations at the time)
Location for handling payment of money to be contributed upon exercise of the rights to subscribe for new shares
The Bank’s Headquarters Sales Department (or the succeeding bank or branch of such bank or branch at the time)
Handling after exercise of rights to subscribe for new shares
Promptly after the completion of the exercise procedures, the Bank shall carry out the procedures necessary for the entry
or record of the shares to be acquired by Holders of Rights to Subscribe for New Shares through the exercise of rights to­ 140 ­

19.

20.

21.

subscribe for new shares into an account in the name of the Holder of Rights to Subscribe for New Shares opened by theHolder of Rights to Subscribe for New Shares in advance at a financial instruments service operator, etc. designated by
the Bank.
Handling due to replacement of the provisions of these terms and conditions or other measures
If it is necessary to replace the provisions of these terms and conditions or take other measures, the handling of mattersrelated thereto may be amended in accordance with the provisions of the Companies Act and the intent of the rights to
subscribe for new shares by the method the Bank deems appropriate, and such amendment shall form an integral part ofthese terms and conditions.
Public notice regarding issuance terms and conditions
The Bank shall keep a certified copy of the terms and conditions of the issuance of rights to subscribe for new shares at its
headquarters and make it available for inspection by the Holders of Rights to Subscribe for New Shares during its
business hours.
Other
The administration necessary for the issuance of the rights to subscribe for new shares, such as determination of details
regarding the issuance and allocation of the rights to subscribe for new shares and the performance, etc. of procedures
necessary for the issuance of the rights to subscribe for new shares, shall be delegated to the Bank’s Human Resources
Department.
End of document.

­ 141 ­

Exhibit 3-(5)-2
Details of the Aichi Financial Group, Inc. Series 15 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 15 Rights to Subscribe for New SharesClass and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Company conducts a share split (including allocation of shares of the Company’s common stock without
contribution; hereinafter the same for mentions of share split) or a share consolidation of its common stock after the dateset forth in 11. below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of
Shares Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply tothose shares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse
split. Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Company, andif the record date for the share split is a day on or before the date of the conclusion of such general meeting ofshareholders, the adjusted Number of Shares Granted shall be applied from the day following the date of conclusion of
the general meeting of shareholders.
In addition to the above, if, after the Allocation Date, the Company carries out a merger, company split or share exchange,
or if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company
may adjust the Number of Shares Granted as deemed necessary by the Board of Directors of the Company.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 26, 2047.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Company is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Company will
become the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which
the Company becomes a wholly owned subsidiary is approved by the general meeting of shareholders of theCompany (or resolved by the Board of Directors of the Company if a resolution of the general meeting ofshareholders is not required), the rights to subscribe for new shares may only be exercised for a period of 30 days
from the day following the date of approval; provided, however, that this shall exclude cases in which the rights to
subscribe for new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New­ 142 ­

6.

7.

8.
9.

Shares in accordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring
prescribed in 9. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Series 5 Rights to Subscribe for
New Shares (Share-Based Compensation Type Stock Options) entered into between The Chukyo Bank, Limited
and the Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replacedwith “Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 5 Rights to Subscribe for New Shares(Share-Based Compensation Type Stock Options)” shall be replaced with “Series 15 Rights to Subscribe for New
Shares of Aichi Financial Group, Inc.” in the agreement.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(ii) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Company’s general meeting of shareholders (orresolved by the Board of Directors of the Company if a resolution of the general meeting of shareholders is not required),
the Company may acquire the rights to subscribe for new shares without contribution on a date separately determined by
the Company’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Company is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Company would become
the splitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Company is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an­ 143 ­

10.
11.

incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(iii) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 4.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 6.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 5.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedOctober 3, 2022
End of document.

­ 144 ­

Exhibit 3-(6)-1
Details of The Chukyo Bank, Limited Series 6 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.

6.

Name of rights to subscribe for new shares
The Chukyo Bank, Limited
Series 6 Rights to Subscribe for New Shares
Total number of rights to subscribe for new shares
328
The aforementioned total number is the planned number to be allocated, and if the total number of the rights to subscribe
for new shares to be allocated is reduced if applications for subscription are not made or the like, the total number ofrights to subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new sharesissued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number ofrights to subscribe for new shares to be allocatedDirectors of the BankSeven
194 rights
Executive officers of the BankTen
134 rights
Class and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Bank conducts a share split (including allocation of shares of the Bank’s common stock without contribution;
hereinafter the same for mentions of share split) or a share consolidation of its common stock after the date set forth in 14.
below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of Shares
Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply to thoseshares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse split.
Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Bank, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be applied from the day following the date of conclusion of the general meetingof shareholders.
In addition to the above, if, after the Allocation Date, the Bank carries out a merger, company split or share exchange, or
if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Bank may adjust
the Number of Shares Granted as deemed necessary by the Board of Directors of the Bank.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The paid-in amount for each right to subscribe for new shares shall be obtained by multiplying the option price per share
which is calculated based on the following formula and the basis figures from (ii) through (vii) below by the Number of
Shares Granted (with amounts less than one yen rounded up).

­ 145 ­

C = Se − t N (d1 ) − e − rt XN (d 2 )Where:

2 
S 
t

ln   +  r −  +
2 
X 
, d 2 = d1 −  t
d1 =
 t
(i)
Option price per share ( C )(ii) Share price ( S ): closing price of ordinary transactions of common shares of the Bank on the Tokyo Stock
Exchange on August 1, 2018 (or, if there is no closing price, the standard price on the next trading day)Exercise price ( X ): as stated in 5. above
Expected remaining period ( t ): 3.4 years
Volatility (  ): calculated based on the closing price of ordinary transactions of common shares of the Bankon each trading date over 3.4 years (from March 9, 2015 to August 1, 2018).
(vi) Risk-free interest rate ( r ): rate of interest on government bonds corresponding to the expected remaining
period(vii) Dividend yield (  ): dividend per share for the most recent fiscal year ÷ share price set out in (ii) above(viii) Cumulative distribution function of standard normal distribution ( N () )The amount calculated in accordance with the foregoing is the fair value of the rights to subscribe for new shares and does
not constitute an advantageous issuance. In addition, the party receiving allocation shall set off remuneration claims it
holds against the Bank with its obligation to pay the paid-in amount for rights to subscribe for new shares .
Exercisable period of the rights to subscribe for new shares
From August 2, 2018 to August 1, 2048.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Bank.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Bank is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Bank will become
the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Bank (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not
required), the rights to subscribe for new shares may only be exercised for a period of 30 days from the day
following the date of approval; provided, however, that this shall exclude cases in which the rights to subscribe for
new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New Shares inaccordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring prescribed in
12. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Rights to Subscribe for New
Shares entered into between the Bank and the Holder of Rights to Subscribe for New Shares.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
(iii)
(iv)
(v)

7.
8.

9.

­ 146 ­

Corporate Accounting, rounded up to the nearest yen.
The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Bank’s general meeting of shareholders (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not required),the Bank may acquire the rights to subscribe for new shares without contribution on a date separately determined by the
Bank’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Bank would become thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Bank is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company
(ii)

10.

11.
12.

­ 147 ­

(iii)

13.
14.
15.

16.
17.
18.

Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 4. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 7. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 7.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 9.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 8.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 10.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedAugust 1, 2018
Method of requesting exercise of rights to subscribe for new shares and making payment(i)
When exercising rights to subscribe for new shares, the written request for exercise of rights to subscribe for new
shares shall be completed in the form prescribed by the Bank, and upon affixing the name and seal or signature
thereto, shall be submitted to the location for submitting requests to exercise rights to subscribe for new shares set
out in 16.
(ii) In addition to submission of the written request for exercise of rights to subscribe for new shares set forth in (i)above, in accordance with the provisions of Article 281(1) of the Companies Act, the full amount of the amountobtained by multiplying the value of assets to be contributed upon exercise of the rights to subscribe for new sharesby the number of rights to subscribe for new shares subject to exercise shall be transferred in cash to the accountdesignated by the Bank at the location for handling payment set forth in 17. by the date designated by the Bank.
Location for submitting requests to exercise rights to subscribe for new shares
The Bank’s Human Resources Department (or the department in charge of such operations at the time)
Location for handling payment of money to be contributed upon exercise of the rights to subscribe for new shares
The Bank’s Headquarters Sales Department (or the succeeding bank or branch of such bank or branch at the time)
Handling after exercise of rights to subscribe for new shares
Promptly after the completion of the exercise procedures, the Bank shall carry out the procedures necessary for the entry
or record of the shares to be acquired by Holders of Rights to Subscribe for New Shares through the exercise of rights to­ 148 ­

19.

20.

21.

subscribe for new shares into an account in the name of the Holder of Rights to Subscribe for New Shares opened by theHolder of Rights to Subscribe for New Shares in advance at a financial instruments service operator, etc. designated by
the Bank.
Handling due to replacement of the provisions of these terms and conditions or other measures
If it is necessary to replace the provisions of these terms and conditions or take other measures, the handling of mattersrelated thereto may be amended in accordance with the provisions of the Companies Act and the intent of the rights to
subscribe for new shares by the method the Bank deems appropriate, and such amendment shall form an integral part ofthese terms and conditions.
Public notice regarding issuance terms and conditions
The Bank shall keep a certified copy of the terms and conditions of the issuance of rights to subscribe for new shares at its
headquarters and make it available for inspection by the Holders of Rights to Subscribe for New Shares during its
business hours.
Other
The administration necessary for the issuance of the rights to subscribe for new shares, such as determination of details
regarding the issuance and allocation of the rights to subscribe for new shares and the performance, etc. of procedures
necessary for the issuance of the rights to subscribe for new shares, shall be delegated to the Bank’s Human Resources
Department.
End of document.

­ 149 ­

Exhibit 3-(6)-2
Details of the Aichi Financial Group, Inc. Series 16 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 16 Rights to Subscribe for New SharesClass and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Company conducts a share split (including allocation of shares of the Company’s common stock without
contribution; hereinafter the same for mentions of share split) or a share consolidation of its common stock after the dateset forth in 11. below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of
Shares Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply tothose shares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse
split. Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Company, andif the record date for the share split is a day on or before the date of the conclusion of such general meeting ofshareholders, the adjusted Number of Shares Granted shall be applied from the day following the date of conclusion of
the general meeting of shareholders.
In addition to the above, if, after the Allocation Date, the Company carries out a merger, company split or share exchange,
or if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company
may adjust the Number of Shares Granted as deemed necessary by the Board of Directors of the Company.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to August 1, 2048.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Company is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Company will
become the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which
the Company becomes a wholly owned subsidiary is approved by the general meeting of shareholders of theCompany (or resolved by the Board of Directors of the Company if a resolution of the general meeting ofshareholders is not required), the rights to subscribe for new shares may only be exercised for a period of 30 days
from the day following the date of approval; provided, however, that this shall exclude cases in which the rights to
subscribe for new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New­ 150 ­

6.

7.

8.
9.

Shares in accordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring
prescribed in 9. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Series 6 Rights to Subscribe for
New Shares (Share-Based Compensation Type Stock Options) entered into between The Chukyo Bank, Limited
and the Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replacedwith “Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 6 Rights to Subscribe for New Shares(Share-Based Compensation Type Stock Options)” shall be replaced with “Series 16 Rights to Subscribe for New
Shares of Aichi Financial Group, Inc.” in the agreement.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(ii) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Company’s general meeting of shareholders (orresolved by the Board of Directors of the Company if a resolution of the general meeting of shareholders is not required),
the Company may acquire the rights to subscribe for new shares without contribution on a date separately determined by
the Company’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Company is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Company would become
the splitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Company is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an­ 151 ­

10.
11.

incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(iii) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 4.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 6.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 5.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedOctober 3, 2022
End of document.

­ 152 ­

Exhibit 3-(7)-1
Details of The Chukyo Bank, Limited Series 7 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.

6.

Name of rights to subscribe for new shares
The Chukyo Bank, Limited
Series 7 Rights to Subscribe for New Shares
Total number of rights to subscribe for new shares
376
The aforementioned total number is the planned number to be allocated, and if the total number of the rights to subscribe
for new shares to be allocated is reduced if applications for subscription are not made or the like, the total number ofrights to subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new sharesissued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number ofrights to subscribe for new shares to be allocatedDirectors of the Bank
Eight
227 rights
Executive officers of the BankTen
149 rights
Class and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Bank conducts a share split (including allocation of shares of the Bank’s common stock without contribution;
hereinafter the same for mentions of share split) or a share consolidation of its common stock after the date set forth in 14.
below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of Shares
Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply to thoseshares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse split.
Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Bank, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be applied from the day following the date of conclusion of the general meetingof shareholders.
In addition to the above, if, after the Allocation Date, the Bank carries out a merger, company split or share exchange, or
if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Bank may adjust
the Number of Shares Granted as deemed necessary by the Board of Directors of the Bank.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The paid-in amount for each right to subscribe for new shares shall be obtained by multiplying the option price per share
which is calculated based on the following formula and the basis figures from (ii) through (vii) below by the Number of
Shares Granted (with amounts less than one yen rounded up).

­ 153 ­

C = Se − t N (d1 ) − e − rt XN (d 2 )Where:

2 
S 
t

ln   +  r −  +
2 
X 
, d 2 = d1 −  t
d1 =
 t
(i)
Option price per share ( C )(ii) Share price ( S ): closing price of ordinary transactions of common shares of the Bank on the Tokyo Stock
Exchange on July 31, 2019 (or, if there is no closing price, the standard price on the next trading day)Exercise price ( X ): as stated in 5. above
Expected remaining period ( t ): 3.2 years
Volatility (  ): calculated based on the closing price of ordinary transactions of common shares of the Bankon each trading date over 3.2 years (from May 19, 2016 to July 31, 2019).
(vi) Risk-free interest rate ( r ): rate of interest on government bonds corresponding to the expected remaining
period(vii) Dividend yield (  ): dividend per share for the most recent fiscal year ÷ share price set out in (ii) above(viii) Cumulative distribution function of standard normal distribution ( N () )The amount calculated in accordance with the foregoing is the fair value of the rights to subscribe for new shares and does
not constitute an advantageous issuance. In addition, the party receiving allocation shall set off remuneration claims it
holds against the Bank with its obligation to pay the paid-in amount for rights to subscribe for new shares .
Exercisable period of the rights to subscribe for new shares
From August 1, 2019 to July 31, 2049.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Bank.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Bank is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Bank will become
the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Bank (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not
required), the rights to subscribe for new shares may only be exercised for a period of 30 days from the day
following the date of approval; provided, however, that this shall exclude cases in which the rights to subscribe for
new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New Shares inaccordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring prescribed in
12. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Rights to Subscribe for New
Shares entered into between the Bank and the Holder of Rights to Subscribe for New Shares.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
(iii)
(iv)
(v)

7.
8.

9.

­ 154 ­

Corporate Accounting, rounded up to the nearest yen.
The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Bank’s general meeting of shareholders (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not required),the Bank may acquire the rights to subscribe for new shares without contribution on a date separately determined by the
Bank’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Bank would become thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Bank is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company
(ii)

10.

11.
12.

­ 155 ­

(iii)

13.
14.
15.

16.
17.
18.

Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 4. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 7. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 7.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 9.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 8.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 10.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedJuly 31, 2019
Method of requesting exercise of rights to subscribe for new shares and making payment(i)
When exercising rights to subscribe for new shares, the written request for exercise of rights to subscribe for new
shares shall be completed in the form prescribed by the Bank, and upon affixing the name and seal or signature
thereto, shall be submitted to the location for submitting requests to exercise rights to subscribe for new shares set
out in 16.
(ii) In addition to submission of the written request for exercise of rights to subscribe for new shares set forth in (i)above, in accordance with the provisions of Article 281(1) of the Companies Act, the full amount of the amountobtained by multiplying the value of assets to be contributed upon exercise of the rights to subscribe for new sharesby the number of rights to subscribe for new shares subject to exercise shall be transferred in cash to the accountdesignated by the Bank at the location for handling payment set forth in 17. by the date designated by the Bank.
Location for submitting requests to exercise rights to subscribe for new shares
The Bank’s Human Resources Department (or the department in charge of such operations at the time)
Location for handling payment of money to be contributed upon exercise of the rights to subscribe for new shares
The Bank’s Headquarters Sales Department (or the succeeding bank or branch of such bank or branch at the time)
Handling after exercise of rights to subscribe for new shares
Promptly after the completion of the exercise procedures, the Bank shall carry out the procedures necessary for the entry
or record of the shares to be acquired by Holders of Rights to Subscribe for New Shares through the exercise of rights to­ 156 ­

19.

20.

21.

subscribe for new shares into an account in the name of the Holder of Rights to Subscribe for New Shares opened by theHolder of Rights to Subscribe for New Shares in advance at a financial instruments service operator, etc. designated by
the Bank.
Handling due to replacement of the provisions of these terms and conditions or other measures
If it is necessary to replace the provisions of these terms and conditions or take other measures, the handling of mattersrelated thereto may be amended in accordance with the provisions of the Companies Act and the intent of the rights to
subscribe for new shares by the method the Bank deems appropriate, and such amendment shall form an integral part ofthese terms and conditions.
Public notice regarding issuance terms and conditions
The Bank shall keep a certified copy of the terms and conditions of the issuance of rights to subscribe for new shares at its
headquarters and make it available for inspection by the Holders of Rights to Subscribe for New Shares during its
business hours.
Other
The administration necessary for the issuance of the rights to subscribe for new shares, such as determination of details
regarding the issuance and allocation of the rights to subscribe for new shares and the performance, etc. of procedures
necessary for the issuance of the rights to subscribe for new shares, shall be delegated to the Bank’s Human Resources
Department.
End of document.

­ 157 ­

Exhibit 3-(7)-2
Details of the Aichi Financial Group, Inc. Series 17 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 17 Rights to Subscribe for New SharesClass and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Company conducts a share split (including allocation of shares of the Company’s common stock without
contribution; hereinafter the same for mentions of share split) or a share consolidation of its common stock after the dateset forth in 11. below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of
Shares Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply tothose shares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse
split. Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Company, andif the record date for the share split is a day on or before the date of the conclusion of such general meeting ofshareholders, the adjusted Number of Shares Granted shall be applied from the day following the date of conclusion of
the general meeting of shareholders.
In addition to the above, if, after the Allocation Date, the Company carries out a merger, company split or share exchange,
or if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company
may adjust the Number of Shares Granted as deemed necessary by the Board of Directors of the Company.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 31, 2049.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Company is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Company will
become the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which
the Company becomes a wholly owned subsidiary is approved by the general meeting of shareholders of theCompany (or resolved by the Board of Directors of the Company if a resolution of the general meeting ofshareholders is not required), the rights to subscribe for new shares may only be exercised for a period of 30 days
from the day following the date of approval; provided, however, that this shall exclude cases in which the rights to
subscribe for new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New­ 158 ­

6.

7.

8.
9.

Shares in accordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring
prescribed in 9. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Series 7 Rights to Subscribe for
New Shares (Share-Based Compensation Type Stock Options) entered into between The Chukyo Bank, Limited
and the Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replacedwith “Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 7 Rights to Subscribe for New Shares(Share-Based Compensation Type Stock Options)” shall be replaced with “Series 17 Rights to Subscribe for New
Shares of Aichi Financial Group, Inc.” in the agreement.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(ii) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Company’s general meeting of shareholders (orresolved by the Board of Directors of the Company if a resolution of the general meeting of shareholders is not required),
the Company may acquire the rights to subscribe for new shares without contribution on a date separately determined by
the Company’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Company is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Company would become
the splitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Company is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an­ 159 ­

10.
11.

incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(iii) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 4.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 6.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 5.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedOctober 3, 2022
End of document.

­ 160 ­

Exhibit 3-(8)-1
Details of The Chukyo Bank, Limited Series 8 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.

6.

Name of rights to subscribe for new shares
The Chukyo Bank, Limited
Series 8 Rights to Subscribe for New Shares
Total number of rights to subscribe for new shares
396
The aforementioned total number is the planned number to be allocated, and if the total number of the rights to subscribe
for new shares to be allocated is reduced if applications for subscription are not made or the like, the total number ofrights to subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new sharesissued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number ofrights to subscribe for new shares to be allocatedDirectors of the Bank
Eight
237 rights
Executive officers of the BankTen
159 rights
Class and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Bank conducts a share split (including allocation of shares of the Bank’s common stock without contribution;
hereinafter the same for mentions of share split) or a share consolidation of its common stock after the date set forth in 14.
below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of Shares
Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply to thoseshares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse split.
Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Bank, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be applied from the day following the date of conclusion of the general meetingof shareholders.
In addition to the above, if, after the Allocation Date, the Bank carries out a merger, company split or share exchange, or
if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Bank may adjust
the Number of Shares Granted as deemed necessary by the Board of Directors of the Bank.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The paid-in amount for each right to subscribe for new shares shall be obtained by multiplying the option price per share
which is calculated based on the following formula and the basis figures from (ii) through (vii) below by the Number of
Shares Granted (with amounts less than one yen rounded up).

­ 161 ­

C = Se − t N (d1 ) − e − rt XN (d 2 )Where:

2 
S 
t

ln   +  r −  +
2 
X 
, d 2 = d1 −  t
d1 =
 t
(i)
Option price per share ( C )(ii) Share price ( S ): closing price of ordinary transactions of common shares of the Bank on the Tokyo Stock
Exchange on July 29, 2020 (or, if there is no closing price, the standard price on the next trading day)Exercise price ( X ): as stated in 5. above
Expected remaining period ( t ): 2.9 years
Volatility (  ): calculated based on the closing price of ordinary transactions of common shares of the Bankon each trading date over 2.9 years (from September 4, 2017 to July 29, 2020).
(vi) Risk-free interest rate ( r ): rate of interest on government bonds corresponding to the expected remaining
period(vii) Dividend yield (  ): dividend per share for the most recent fiscal year ÷ share price set out in (ii) above(viii) Cumulative distribution function of standard normal distribution ( N () )The amount calculated in accordance with the foregoing is the fair value of the rights to subscribe for new shares and does
not constitute an advantageous issuance. In addition, the party receiving allocation shall set off remuneration claims it
holds against the Bank with its obligation to pay the paid-in amount for rights to subscribe for new shares .
Exercisable period of the rights to subscribe for new shares
From July 30, 2020 to July 29, 2050.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Bank.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Bank is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Bank will become
the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Bank (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not
required), the rights to subscribe for new shares may only be exercised for a period of 30 days from the day
following the date of approval; provided, however, that this shall exclude cases in which the rights to subscribe for
new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New Shares inaccordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring prescribed in
12. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Rights to Subscribe for New
Shares entered into between the Bank and the Holder of Rights to Subscribe for New Shares.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
(iii)
(iv)
(v)

7.
8.

9.

­ 162 ­

Corporate Accounting, rounded up to the nearest yen.
The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Bank’s general meeting of shareholders (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not required),the Bank may acquire the rights to subscribe for new shares without contribution on a date separately determined by the
Bank’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Bank would become thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Bank is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company
(ii)

10.

11.
12.

­ 163 ­

(iii)

13.
14.
15.

16.
17.
18.

Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 4. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 7. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 7.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 9.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 8.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 10.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedJuly 29, 2020
Method of requesting exercise of rights to subscribe for new shares and making payment(i)
When exercising rights to subscribe for new shares, the written request for exercise of rights to subscribe for new
shares shall be completed in the form prescribed by the Bank, and upon affixing the name and seal or signature
thereto, shall be submitted to the location for submitting requests to exercise rights to subscribe for new shares set
out in 16.
(ii) In addition to submission of the written request for exercise of rights to subscribe for new shares set forth in (i)above, in accordance with the provisions of Article 281(1) of the Companies Act, the full amount of the amountobtained by multiplying the value of assets to be contributed upon exercise of the rights to subscribe for new sharesby the number of rights to subscribe for new shares subject to exercise shall be transferred in cash to the accountdesignated by the Bank at the location for handling payment set forth in 17. by the date designated by the Bank.
Location for submitting requests to exercise rights to subscribe for new shares
The Bank’s Human Resources Department (or the department in charge of such operations at the time)
Location for handling payment of money to be contributed upon exercise of the rights to subscribe for new shares
The Bank’s Headquarters Sales Department (or the succeeding bank or branch of such bank or branch at the time)
Handling after exercise of rights to subscribe for new shares
Promptly after the completion of the exercise procedures, the Bank shall carry out the procedures necessary for the entry
or record of the shares to be acquired by Holders of Rights to Subscribe for New Shares through the exercise of rights to­ 164 ­

19.

20.

21.

subscribe for new shares into an account in the name of the Holder of Rights to Subscribe for New Shares opened by theHolder of Rights to Subscribe for New Shares in advance at a financial instruments service operator, etc. designated by
the Bank.
Handling due to replacement of the provisions of these terms and conditions or other measures
If it is necessary to replace the provisions of these terms and conditions or take other measures, the handling of mattersrelated thereto may be amended in accordance with the provisions of the Companies Act and the intent of the rights to
subscribe for new shares by the method the Bank deems appropriate, and such amendment shall form an integral part ofthese terms and conditions.
Public notice regarding issuance terms and conditions
The Bank shall keep a certified copy of the terms and conditions of the issuance of rights to subscribe for new shares at its
headquarters and make it available for inspection by the Holders of Rights to Subscribe for New Shares during its
business hours.
Other
The administration necessary for the issuance of the rights to subscribe for new shares, such as determination of details
regarding the issuance and allocation of the rights to subscribe for new shares and the performance, etc. of procedures
necessary for the issuance of the rights to subscribe for new shares, shall be delegated to the Bank’s Human Resources
Department.
End of document.

­ 165 ­

Exhibit 3-(8)-2
Details of the Aichi Financial Group, Inc. Series 18 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 18 Rights to Subscribe for New SharesClass and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Company conducts a share split (including allocation of shares of the Company’s common stock without
contribution; hereinafter the same for mentions of share split) or a share consolidation of its common stock after the dateset forth in 11. below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of
Shares Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply tothose shares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse
split. Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Company, andif the record date for the share split is a day on or before the date of the conclusion of such general meeting ofshareholders, the adjusted Number of Shares Granted shall be applied from the day following the date of conclusion of
the general meeting of shareholders.
In addition to the above, if, after the Allocation Date, the Company carries out a merger, company split or share exchange,
or if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company
may adjust the Number of Shares Granted as deemed necessary by the Board of Directors of the Company.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 29, 2050.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Company is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Company will
become the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which
the Company becomes a wholly owned subsidiary is approved by the general meeting of shareholders of theCompany (or resolved by the Board of Directors of the Company if a resolution of the general meeting ofshareholders is not required), the rights to subscribe for new shares may only be exercised for a period of 30 days
from the day following the date of approval; provided, however, that this shall exclude cases in which the rights to
subscribe for new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New­ 166 ­

6.

7.

8.
9.

Shares in accordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring
prescribed in 9. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Series 8 Rights to Subscribe for
New Shares (Share-Based Compensation Type Stock Options) entered into between The Chukyo Bank, Limited
and the Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replacedwith “Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 8 Rights to Subscribe for New Shares(Share-Based Compensation Type Stock Options)” shall be replaced with “Series 18 Rights to Subscribe for New
Shares of Aichi Financial Group, Inc.” in the agreement.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(ii) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Company’s general meeting of shareholders (orresolved by the Board of Directors of the Company if a resolution of the general meeting of shareholders is not required),
the Company may acquire the rights to subscribe for new shares without contribution on a date separately determined by
the Company’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Company is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Company would become
the splitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Company is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an­ 167 ­

10.
11.

incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(iii) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 4.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 6.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 5.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedOctober 3, 2022
End of document.

­ 168 ­

Exhibit 3-(9)-1
Details of The Chukyo Bank, Limited Series 9 Rights to Subscribe for New Shares
1.
2.

3.

4.

5.

6.

Name of rights to subscribe for new shares
The Chukyo Bank, Limited
Series 9 Rights to Subscribe for New Shares
Total number of rights to subscribe for new shares
410
The aforementioned total number is the planned number to be allocated, and if the total number of the rights to subscribe
for new shares to be allocated is reduced if applications for subscription are not made or the like, the total number ofrights to subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new sharesissued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number ofrights to subscribe for new shares to be allocatedDirectors of the Bank
Six
283 rights
Executive officers of the BankFive
127 rights
Class and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Bank, and the numberof shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Bank conducts a share split (including allocation of shares of the Bank’s common stock without contribution;
hereinafter the same for mentions of share split) or a share consolidation of its common stock after the date set forth in 14.
below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of Shares
Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply to thoseshares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse split.
Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Bank, and if therecord date for the share split is a day on or before the date of the conclusion of such general meeting of shareholders, theadjusted Number of Shares Granted shall be applied from the day following the date of conclusion of the general meetingof shareholders.
In addition to the above, if, after the Allocation Date, the Bank carries out a merger, company split or share exchange, or
if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Bank may adjust
the Number of Shares Granted as deemed necessary by the Board of Directors of the Bank.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Method of calculating the amount to be paid in for rights to subscribe for new shares
The paid-in amount for each right to subscribe for new shares shall be obtained by multiplying the option price per share
which is calculated based on the following formula and the basis figures from (ii) through (vii) below by the Number of
Shares Granted (with amounts less than one yen rounded up).

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C = Se − t N (d1 ) − e − rt XN (d 2 )Where:

2 
S 
t

ln   +  r −  +
2 
X 
, d 2 = d1 −  t
d1 =
 t
(i)
Option price per share ( C )(ii) Share price ( S ): closing price of ordinary transactions of common shares of the Bank on the Tokyo Stock
Exchange on July 28, 2021 (or, if there is no closing price, the standard price on the next trading day)Exercise price ( X ): as stated in 5. above
Expected remaining period ( t ): 3.0 years
Volatility (  ): calculated based on the closing price of ordinary transactions of common shares of the Bankon each trading date over 3.0 years (from July 29, 2018 to July 28, 2021).
(vi) Risk-free interest rate ( r ): rate of interest on government bonds corresponding to the expected remaining
period(vii) Dividend yield (  ): dividend per share for the most recent fiscal year ÷ share price set out in (ii) above(viii) Cumulative distribution function of standard normal distribution ( N () )The amount calculated in accordance with the foregoing is the fair value of the rights to subscribe for new shares and does
not constitute an advantageous issuance. In addition, the party receiving allocation shall set off remuneration claims it
holds against the Bank with its obligation to pay the paid-in amount for rights to subscribe for new shares .
Exercisable period of the rights to subscribe for new shares
From July 29, 2021 to July 28, 2051.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Bank.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Bank is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Bank will become
the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which the
Bank becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Bank (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not
required), the rights to subscribe for new shares may only be exercised for a period of 30 days from the day
following the date of approval; provided, however, that this shall exclude cases in which the rights to subscribe for
new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New Shares inaccordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring prescribed in
12. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Rights to Subscribe for New
Shares entered into between the Bank and the Holder of Rights to Subscribe for New Shares.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
(iii)
(iv)
(v)

7.
8.

9.

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Corporate Accounting, rounded up to the nearest yen.
The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Bank’s general meeting of shareholders (orresolved by the Board of Directors of the Bank or decided by an executive officer delegated in accordance with theprovisions of Article 416(4) of the Companies Act, if a resolution of the general meeting of shareholders is not required),the Bank may acquire the rights to subscribe for new shares without contribution on a date separately determined by the
Bank’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Bank is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Bank would become thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Bank becomes a wholly
owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of the Bankis required for the acquisition of shares by transfer as the content of all shares issued by the Bank; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Bank isrequired for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as thecontent of that class of shares, or that the Bank will acquire all of the shares of this type by a resolution of a general
meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Bank is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Bank undergoes a merger (limited only to situations where the Bank dissolves through merger), absorption-typecompany split or incorporation-type company split (in both cases limited only to situations where the Bank becomes a
demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomesa wholly owned subsidiary) (the above acts hereinafter collectively referred to as “Restructuring”), rights to subscribe for
new shares to the corporation listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (a) through (e)(hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to Subscribe for New Shares who
holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to Subscribe for New Shares”)
immediately prior to the effective date (for an absorption-type merger, the date the absorption-type merger takes effect;
for a consolidation-type merger, the date a corporation under consolidation merger is established; for an absorption-typecompany split, the date the absorption-type company split takes effect; for an incorporation-type company split, the date a
corporation under incorporation-type company split is established; for share exchange, the date the share is exchangetakes effect; and for share transfer, the date a wholly owning parent company under share transfer is established; the same
shall apply hereunder) of the Restructuring in each of the situations. However, this shall apply only when the delivery ofrights to subscribe for new shares in the Restructured Company is provided for in the absorption-type merger agreement,
consolidation-type merger agreement, absorption-type split agreement, incorporation-type split agreement, shareexchange agreement, or share transfer plan in accordance with each of the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company
(ii)

10.

11.
12.

­ 171 ­

(iii)

13.
14.
15.

16.
17.
18.

Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 4. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 7. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 7.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 9.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 8.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 10.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedJuly 28, 2021
Method of requesting exercise of rights to subscribe for new shares and making payment(i)
When exercising rights to subscribe for new shares, the written request for exercise of rights to subscribe for new
shares shall be completed in the form prescribed by the Bank, and upon affixing the name and seal or signature
thereto, shall be submitted to the location for submitting requests to exercise rights to subscribe for new shares set
out in 16.
(ii) In addition to submission of the written request for exercise of rights to subscribe for new shares set forth in (i)above, in accordance with the provisions of Article 281(1) of the Companies Act, the full amount of the amountobtained by multiplying the value of assets to be contributed upon exercise of the rights to subscribe for new sharesby the number of rights to subscribe for new shares subject to exercise shall be transferred in cash to the accountdesignated by the Bank at the location for handling payment set forth in 17. by the date designated by the Bank.
Location for submitting requests to exercise rights to subscribe for new shares
The Bank’s Human Resources Department (or the department in charge of such operations at the time)
Location for handling payment of money to be contributed upon exercise of the rights to subscribe for new shares
The Bank’s Headquarters Sales Department (or the succeeding bank or branch of such bank or branch at the time)
Handling after exercise of rights to subscribe for new shares
Promptly after the completion of the exercise procedures, the Bank shall carry out the procedures necessary for the entry
or record of the shares to be acquired by Holders of Rights to Subscribe for New Shares through the exercise of rights to­ 172 ­

19.

20.

21.

subscribe for new shares into an account in the name of the Holder of Rights to Subscribe for New Shares opened by theHolder of Rights to Subscribe for New Shares in advance at a financial instruments service operator, etc. designated by
the Bank.
Handling due to replacement of the provisions of these terms and conditions or other measures
If it is necessary to replace the provisions of these terms and conditions or take other measures, the handling of mattersrelated thereto may be amended in accordance with the provisions of the Companies Act and the intent of the rights to
subscribe for new shares by the method the Bank deems appropriate, and such amendment shall form an integral part ofthese terms and conditions.
Public notice regarding issuance terms and conditions
The Bank shall keep a certified copy of the terms and conditions of the issuance of rights to subscribe for new shares at its
headquarters and make it available for inspection by the Holders of Rights to Subscribe for New Shares during its
business hours.
Other
The administration necessary for the issuance of the rights to subscribe for new shares, such as determination of details
regarding the issuance and allocation of the rights to subscribe for new shares and the performance, etc. of procedures
necessary for the issuance of the rights to subscribe for new shares, shall be delegated to the Bank’s Human Resources
Department.
End of document.

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Exhibit 3-(9)-2
Details of the Aichi Financial Group, Inc. Series 19 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

Name of rights to subscribe for new shares
Aichi Financial Group, Inc.
Series 19 Rights to Subscribe for New SharesClass and number of shares underlying the rights to subscribe for new shares
The class of shares underlying the rights to subscribe for new shares shall be common stock of the Company, and thenumber of shares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 100 shares.
If the Company conducts a share split (including allocation of shares of the Company’s common stock without
contribution; hereinafter the same for mentions of share split) or a share consolidation of its common stock after the dateset forth in 11. below on which the rights to subscribe for new shares are allocated (the “Allocation Date”), the Number of
Shares Granted will be adjusted in accordance with the following formula. However, the adjustment will only apply tothose shares underlying rights to subscribe for new shares that had not been exercised by the time of the split or reverse
split. Fractional shares occurring as a result of the adjustment will be rounded down.
Adjusted Number of Shares Granted = pre-adjustment Number of Shares Granted × share split (or share consolidation)
ratio
The adjusted Number of Shares Granted shall be applied from the day following the record date of the share split (or, if arecord date is not specified, from the effective date) in the case of a share split and from the effective date in the case of ashare consolidation; provided, however, that if a share split is carried out on the condition that a proposal to reduce theamount of surplus and increase capital or reserves is approved at a general meeting of shareholders of the Company, andif the record date for the share split is a day on or before the date of the conclusion of such general meeting ofshareholders, the adjusted Number of Shares Granted shall be applied from the day following the date of conclusion of
the general meeting of shareholders.
In addition to the above, if, after the Allocation Date, the Company carries out a merger, company split or share exchange,
or if it is otherwise necessary to adjust the Number of Shares Granted in a similar manner to such cases, the Company
may adjust the Number of Shares Granted as deemed necessary by the Board of Directors of the Company.
Value of assets contributed upon exercise of rights to subscribe for new shares
The value of assets contributed upon the exercise of each right to subscribe for new shares shall be the exercise price of
one yen per share that can be delivered by exercising each right to subscribe for new shares, multiplied by the Number of
Shares Granted.
Exercisable period of the rights to subscribe for new shares
From October 3, 2022 to July 28, 2051.
Conditions for exercise of rights to subscribe for new shares(i)
Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (orthe next business day if the 10th day falls on a holiday) from the day following the day on which they lose theirposition as director or executive officer of the Company, The Aichi Bank, Ltd., or The Chukyo Bank, Limited.
(ii) Notwithstanding (i) above, if a proposal to approve a merger agreement in which the Company is the non-surviving
company, a proposal to approve a company split agreement or company split plan in which the Company will
become the splitting company, or a proposal to approve a share exchange agreement or share transfer plan in which
the Company becomes a wholly owned subsidiary is approved by the general meeting of shareholders of theCompany (or resolved by the Board of Directors of the Company if a resolution of the general meeting ofshareholders is not required), the rights to subscribe for new shares may only be exercised for a period of 30 days
from the day following the date of approval; provided, however, that this shall exclude cases in which the rights to
subscribe for new shares of the Restructured Company are delivered to Holders of Rights to Subscribe for New­ 174 ­

6.

7.

8.
9.

Shares in accordance with the delivery of rights to subscribe for new shares in conjunction with Restructuring
prescribed in 9. below.
(iii) Other terms and conditions shall be as set forth in the Agreement on Allocation of Series 9 Rights to Subscribe for
New Shares (Share-Based Compensation Type Stock Options) entered into between The Chukyo Bank, Limited
and the Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replacedwith “Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 9 Rights to Subscribe for New Shares(Share-Based Compensation Type Stock Options)” shall be replaced with “Series 19 Rights to Subscribe for New
Shares of Aichi Financial Group, Inc.” in the agreement.
Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe for
new shares(i)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will
be half the upper limit for a capital increase calculated in accordance with Article 17(1) of the Regulations on
Corporate Accounting, rounded up to the nearest yen.
(ii) The increase in capital reserve when shares are issued upon exercise of the rights to subscribe for new shares willbe the upper limit for a capital increase described in (i) above less the capital increase stipulated in (i) above.
Call provision of the rights to subscribe for new shares
If a proposal set forth in (i), (ii), (iii), (iv), or (v) below is approved by the Company’s general meeting of shareholders (orresolved by the Board of Directors of the Company if a resolution of the general meeting of shareholders is not required),
the Company may acquire the rights to subscribe for new shares without contribution on a date separately determined by
the Company’s Board of Directors.
(i)
Proposal to approve a merger agreement under which the Company is the non-surviving company.
(ii) Proposal to approve a company split agreement or a company split plan under which the Company would become
the splitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes awholly owned subsidiary.
(iv) Proposal for approval of amendment of the Articles of Incorporation which stipulates that the approval of theCompany is required for the acquisition of shares by transfer as the content of all shares issued by the Company; or(v) Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company
is required for the acquisition by transfer of the class of shares underlying the rights to subscribe for new shares as
the content of that class of shares, or that the Company will acquire all of the shares of this type by a resolution of ageneral meeting of shareholders.
Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Board of Directors of the Company is required for the transfer of rights to subscribe for new shares.
Delivery of rights to subscribe for new shares associated with Restructuring
If the Company undergoes a merger (limited only to situations where the Company dissolves through merger),absorption-type company split or incorporation-type company split (in both cases limited only to situations where theCompany becomes a demerged company), or share exchange or share transfer (in both cases limited only to situations
where the Company becomes a wholly owned subsidiary) (the above acts hereinafter collectively referred to as“Restructuring”), rights to subscribe for new shares to the corporation listed in the Companies Act, Article 236, Paragraph
1, Item (viii), (a) through (e) (hereinafter, “Restructured Company”) shall be delivered to each Holder of Rights to
Subscribe for New Shares who holds rights to subscribe for new shares remaining (hereinafter, the “Remaining Rights to
Subscribe for New Shares”) immediately prior to the effective date (for an absorption-type merger, the date theabsorption-type merger takes effect; for a consolidation-type merger, the date a corporation under consolidation merger isestablished; for an absorption-type company split, the date the absorption-type company split takes effect; for an­ 175 ­

10.
11.

incorporation-type company split, the date a corporation under incorporation-type company split is established; for shareexchange, the date the share is exchange takes effect; and for share transfer, the date a wholly owning parent company
under share transfer is established; the same shall apply hereunder) of the Restructuring in each of the situations.
However, this shall apply only when the delivery of rights to subscribe for new shares in the Restructured Company isprovided for in the absorption-type merger agreement, consolidation-type merger agreement, absorption-type split
agreement, incorporation-type split agreement, share exchange agreement, or share transfer plan in accordance with eachof the following items.
(i)
The number of rights to subscribe for new shares of the Restructured Company to be granted
The same number as the number of the Remaining Rights to Subscribe for New Shares held by the Holder ofRights to Subscribe for New Shares shall be delivered to each Holder of Rights to Subscribe for New Shares.
(ii) Class of shares in the Restructured Company underlying the rights to subscribe for new shares
Common shares in the Restructured Company(iii) Number of shares underlying the rights to subscribe for new shares of the Restructured Company
To be determined in accordance with 2. above and in consideration of the conditions for the Restructuring.
(iv) Value of assets contributed upon exercise of rights to subscribe for new shares
The value of the assets to be contributed when exercising rights to subscribe for new shares will be the amountcalculated by multiplying the payment price after restructuring specified below by the number of Restructured
Company shares underlying the rights to subscribe for new shares as determined according to item (iii) above. The
exercise price after restructuring will be one yen for each share of the Restructured Company that may be received
as a result of the exercise of the issued rights to subscribe for new shares.
(v) Exercisable period of the rights to subscribe for new shares
The period from the later of the commencement date of the rights to subscribe for new shares exercisable period set
forth in 4. or the date Restructuring takes effect until the last day of the above rights to subscribe for new shares
exercisable period set forth in 4.
(vi) Capital and capital reserve to be increased in the case of issuance of shares upon exercise of the rights to subscribe
for new shares
To be determined in accordance with 6.
(vii) Restrictions on acquisition of rights to subscribe for new shares by transfer
A resolution of the Restructured Company’s board of directors is required for the acquisition of rights to subscribe
for new shares by transfer.
(viii) Conditions for exercise of rights to subscribe for new shares
To be determined in accordance with 5.
(ix) Call provision of the rights to subscribe for new shares
To be determined in accordance with 7.
Handling of fractional shares that occur when exercising rights to subscribe for new shares
In cases where the number of the shares to be issued to a Holder of Rights to Subscribe for New Shares that has exerciseda right to subscribe for new shares includes a fractional share, it will be rounded down.
The day on which the rights to subscribe for new shares are allocatedOctober 3, 2022
End of document.

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