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 tosue 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 conflict or
discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevail in all respects.

The 116th Annual General Meeting of Shareholders
Reference Documents for the General Meeting of Shareholders <Supplement>

Proposal 2

Approval of Share Transfer Plan With The Aichi Bank, Ltd.
1. Details of Financial Statements, etc. for The Aichi Bank’s Final Business Year
(Period Ending March 2022)
1(“5. Matters relating to Aichi Bank” on page 62 of the Convocation Notice)
2. Details of Rights to Subscribe for New Shares
35(“Share Transfer Plan (copy)” on pages 36-49 of the Convocation Notice andExhibit 2-(1)-1 to Exhibit 3-(9)-2 of “4. Matters concerning the appropriatenessof the provisions on matters listed in Article 773, paragraph (1), item (ix) anditem (x) of the Companies Act” on pages 60-62 of the Convocation Notice)

The Chukyo Bank, Limited
Securities Code: 8530

Details of Financial Statements, etc. for The Aichi Bank’s Final Business Year (Period Ending March 2022)

Business Report for the 113th Term
(From April 1, 2021 to March 31, 2022)

1.

Current situation of the Bank
(1) Business progress and results, etc.
(Description of principal businesses)
Aichi Bank operates deposit services, lending services, domestic exchange services, foreignexchange services and other services across 104 (96 locations) of its 106 branches excludingInternet branches and Lawson ATM branches, and also provides financial products andconsulting services for business issues in line with the various needs of its customers. Throughthese services, it strives to offer convenient and advanced financial services to fulfill its role as aregional financial institution of contributing to the development of the regional economy.
(Financial and economic environment)
Looking back at the Japanese economy this fiscal year, the prolonged harsh conditions caused by
COVID-19 continued to dampen economic activity in the face-to-face service sector, but
although the impact of supply constraints persist, the economy continued to pick up as exports
and manufacturing continued their upward trend, feeding into improved corporate earnings.
In the local region centering on Aichi Prefecture, production in the key automobile-related sector
has yet to recover as the long-drawn semiconductor shortage and the spread of COVID-19
disrupted the components supply chain, bringing exports and production to a standstill. The
national recovery in personal consumption was not reflected in the local region, with the local
restaurant and hotel sectors facing strong downward pressure.
Although economic uncertainty remains high as COVID-19 reemerged and energy and otherprices surged due to the Ukraine conflict and other factors, we expect the outlook to recover on
the back of factors such as the impact of various economic policies and improving overseas
economies as socio-economic activity returns to normal levels.
With respect to finance, the Bank of Japan seeks to provide financial support to corporations andensure the stability of financial markets through programs such as its Special Program to Support
Financing in Response to the Novel Coronovirus (COVID-19) based on “Quantitative andQualitative Monetary Easing (QQE) with Yield Curve Control,” and has said it will not hesitate
to implement additional monetary easing measures as necessary.
The Nikkei stock average slumped to as low as the lower 20,000 yen level due to emergency
declarations and higher U.S. long-term interests, before recovering to the 30,000 yen level in
September last year as progress on vaccinations and a new prime minister raised hopes of
economic stimulus. However, the Nikkei stock average closed the fiscal year at 27,821 yen,down 1,357 yen year on year amid concerns that the swift spread of the Omicron variant andspiking crude oil and wheat prices caused by the Ukraine conflict would lead to a downward turnin the Japanese economy.

-1-

(Business progress and results)
The Bank implemented various measures to achieve its vision of a “bank that contributes to the
local economy as our customers’ partner,” based on its basic policy set out in the Eleventh
Medium-Term Management Plan from April 2019 to March 2022 to “reinforce sales capabilities& profitability,” “increase productivity,” “reinforce human resources” and “reinforce governance.”
These measures resulted in the Bank performing as follows.
The term-end deposits balance stood at 3.3938 trillion yen, a 168.3 billion yen increase year
on year.
The term-end loans balance stood at 2.7664 trillion yen, a 230.9 billion yen increase year on
year.
The term-end securities balance stood at 994.3 billion yen, a 39.6 billion yen increase year on
year.
Ordinary income improved 9.618 billion yen year on year to 15.199 billion yen mainly due toincreased interest on loans, interest and dividends on securities, and income from service
transactions and the like. Current net income improved ¥6.79 billion yen year on year to 10.81
billion yen.
With respect to services, we have proactively provided customer-orientated high-quality financial
products and services as we seek to establish a business structure that allows us to manifest soundand appropriate financial intermediary capabilities for the future.
For small and medium enterprise and sole proprietor customers who have particularly suffered or
been affected by the spread of COVID-19, we are aiming to provide seamless finance as well as
offer support in the form of business consultation and business improvement initiatives using ourconsulting capabilities.
We established our investment specialist subsidiary Aichi Capital K.K. in January this year.
Aichi Bank is responding to the diverse requirements of regional customers and resolving thechallenges they face through customer business succession support, operating funds to develop
venture companies, and supplying equity.
We implemented our After (With) COVID-19 Survey twice in April-May and OctoberNovember last year, and by enhancing our issue resolution support for the various businesschallenges raised in this survey, we will contribute to the development of the regional economy.
We also support donation activities to designated medical institutions of specified infectious
diseases through our Aigin SDGs Private Placement Bond Asunaro (COVID-19 measure
support) to contribute to resolving regional social problems and environmental problems causedby the pandemic. We also held our online SDGs x Decarbonization Seminar and Digitalization
DX Support Web Seminar in January and February this year respectively, with the aim ofcreating a sustainable society and responding to the diverse requirements of our customers.
Additionally, we participated in the 2020 Fiscal Year Pioneering Personnel Matching Businessheld by the Cabinet Office from April last year, and helped support sustained growth andproductivity improvements of customers by matching executive class, management-level class,and specialist personnel who are capable of handling resolutions of the business issues faced bycustomers.
As a regional revitalization initiative, we executed a collaboration agreement with 54 local publicorganizations and commerce organizations, etc. including Aichi Prefecture in order for thegovernment and the private sector together to offer support to resolve the business challenges ofcustomers at various life stages.

-2-

Our overseas business development initiatives include the execution of a Service Collaboration
and Cooperative Memorandum with the Japan International Cooperation Association (JICA)
Chubu Center in April last year, and we held an online Overseas Business Expansion Seminar on
overseas markets expansion with the JICA Chubu Center and the Nagoya Trade & Industry
Center in September last year. We have also proactively supported the overseas businesses of ourcustomers during the COVID-19 pandemic such as by organizing Thailand and Vietnam Online
Japan Business Negotiation Meetings in October last year with the Japan Finance Corporationand the Japanese Chamber of Commerce, Bangkok, at which we provided online businessnegotiation opportunities amid the pandemic.
For our private customers, we launched our smartphone banking application Aigin App in March
this year. The app allows customers to check their account balance, make deposits and transfers
and use the eco-friendly and convenient paperless account Smart Bankbook for transactions.
Going forward, we will improve customer convenience through the provision of services
utilizing digital technology.
With respect to our branch offices, we temporarily relocated our Minato Branch to within the
Tokaidori Branch on February 14 this year while it is being rebuilt. We are actively building
branch offices closer to our customers that are easy to use and convenient, and seek to provide
branch offices that are comfortable and relaxing for customers.
We formulated our Aigin Health Declaration in October 2018, and as a result of improving thehealth awareness of each of our employees and taking steps to promote physical and mental
health and create a comfortable workplace, we were selected as a 2022 Health & Productivity
Stock Selection as organized jointly by the Ministry of Education, Trade and Industry and theTokyo Stock Exchange for the first time in March 2022, and have been recognized for four
consecutive years in the 2022 Certified Health & Productivity Management Organizations
Recognition Program (Large Enterprise Category (White 500)) created by the Ministry of
Education, Trade and Industry.
For our SDGs initiatives, based on our Aigin Group SDGs Declaration in January 2020, our
Aigin SDGs Evaluation Service launched in April last year has provided support for the SDGs
initiatives of our business partners. Furthermore, in addition to our Aigin Future Support Term
Deposit launched in September 2020 which donates a certain balance percentage to Aichi
prefecture’s Children’s Bright Future Fund (Kodomo ga Kagayaku Mirai Kikin), we also
launched our Aigin Eco Term Deposit in January this year. This term deposit is a product that
donates a percentage of the balance deposited by the customer to Aichi prefecture’s Aichi Forest
and Greenery Creation Fund (Aichi Mori to Midorizukuri Kikin). We will continue to strive tocreate a safe and rich life for local residents and a sustainable society by supporting thedevelopment of the local economy and resolving local community issues.
(Challenges to be addressed by the Bank)
The Bank faces an increasingly challenging business environment. With no sign yet of COVID19 infections coming under control, we are seeing fintech developments and other sectors
entering the banking sector, and as short-term and long-term interest rates remain low due to thecontinuation of monetary relaxation policies, inter-bank competition including from financial
institutions in other prefectures is intensifying.

-3-

The challenge we are faced with is to gain the unwavering trust of the local community as aregional financial institution through “customer-orientated business operations,” conductproactive support together with our customers to improve corporate value, engage in facilitatingsmall and medium enterprise financing, and contribute to the development of the regional
economy. We also need to contribute to the stable asset formation of customers by providing
high-level financial products and services that truly meet the needs of our customers.
These beliefs are based on our management philosophy of “value the trust of the local
community and contribute to the prosperity of the local community,” and will be achieved bytaking the measures set out in our Twelfth Medium-Term Management Plan that started in April
2022.
The Twelfth Medium-Term Management Plan sets out our basic policy of “problem solving andchannel strengthening (sales strategy),” “business streamlining and optimization (core strategy),”and “company culture reform and human resources development (human resources strategy),”with the aim of “providing trusted and best financial services to the region, and being a leading
wealth creation bank that grows with the region.”
We are moving ahead with digital transformation (DX) and fintech measures centering on the
expansion of services using the Internet and smartphones, and as well as meeting therequirements of our customers, are taking steps to provide a new customer experience (CX).
By digitalizing procedures and services, we will create new value through productivity
improvements and data use.
We will create and bolster our risk management system in response to money laundering andterrorism financing countermeasures.
Damage from climate change in the form of abnormal weather and natural disasters has
intensified in recent years, and its impact on customers and the business foundation of the Bankis gradually increasing. We expressed our acceptance of the Recommendations of the Task Forceon Climate-related Financial Disclosures (TCFD) in September last year. From October last year,
we started using carbon neutral energy at our head office, and will aggressively take measures toreduce CO2. We will also strengthen our climate change and environmental challenges measures,
as well as endeavor to improve disclosure of information relating to climate change risks andopportunities in light of the TCFD recommendations.
Recognizing the above business environment and business challenges, we executed a masteragreement on business integration with The Chukyo Bank, Limited on December 10, 2021, andwe are moving ahead with preparations for the incorporation of a holding company in October
this year.
Going forward, we will pursue sustainable growth and long-term corporate improvement throughinitiatives that meet the expectations of all our stakeholders under the slogan of “Love,
Interaction and Mutual Understanding” and based on our corporate governance code.
We ask our shareholders and business partners for their continued support and guidance.

-4-(2) Status of assets and profit and loss
(unit: millions of yen)
FY2018Deposits

FY2019FY2020

FY2021

2,787,548

2,812,174

3,225,480

3,393,856

Term deposits

1,081,754

1,027,720

1,102,097

1,163,910

Other

1,705,793

1,784,454

2,123,383

2,229,946

1,810,840

2,070,410

2,535,515

2,766,466

526,746

561,841

653,084

764,000

1,054,585

1,116,979

1,395,159

1,449,012

229,509391,590487,272

553,454

－

1

－

49

1,069,430

965,702954,671994,364

Government bonds

101,455

94,656

92,408

127,797

Other

967,974

871,045862,262866,566

Total assets

3,126,383

3,231,273

3,769,668

4,304,237

Loans and bills discounted
Individuals
Small and medium
enterprises
Other
Trading securities
Securities

Domestic-exchange volume9,262,452

9,385,883

9,384,967

9,986,318

Foreign-exchange volume

millions of dollars
2,930

millions of dollars
2,708

millions of dollars
2,254

millions of dollars
2,279

Ordinary income

6,672

3,881

5,581

15,199Current net income

4,512

2,831

4,091

10,801

Current net profit per share(Notes)

416

yen
18

262

yen
83

380

yen
57

1,003

yen
85

1. Stated monetary amounts are rounded down to the nearest unit.
2. Current net profit per share is calculated by dividing net income by the average number of issued shares
during the fiscal year (after deducting treasury stock).

-5-(3) Employees
End of the fiscal year
peopleNumber of employees

1,519[year] [month]

Average age

41

11[year] [month]
Average years of service

19

0

thousand yen
Average monthly wage
(Notes)410

1. The average age, average years of service and average monthly wages are rounded down to the nearest unit.
2. The number of employees does not include temporary staff or contract staff.
3. Average monthly wage is the average monthly wage in March excluding bonus.

(4) Branches and other locations
a Number of branches
E n dAichi Prefecture

o f

t h e
f i s c a ly e a rLocations
Of which, sub-branches
98(2)

Gifu Prefecture3―

Mie Prefecture

2―

Shizuoka Prefecture

1

―

Tokyo

1

―

Osaka-fu

1

―

106

(2)

Total
(Note)In addition to the above, as of the end of this fiscal year, the Bank also has 53 off-premises automated teller
machines, 12,489 off-premises automated teller machines at convenience stores through an Internet partnership,
13,501 off-premises automated teller machines through a partnership with Lawson Bank, and 24,368 off-premises
automated teller machines through a partnership with Seven Bank.

-6-

b Newly opened branches this fiscal year
No applicable matters.
(Notes) 1. The following branches were moved this fiscal year.
Toyotajosui branch
26 Komorocho 1-chome, Toyota-shi (inside the Toyota branch)
Minato branch
14-1 Shichibancho 4-chome, Minato-ku, Nagoya-shi(temporary relocation to within the Tokaidori branch due to store rebuild)
2. The following automated teller machines were opened, closed or jointly operated this fiscal year.
(Newly opened at one location)
Ozone branch
Soyora Kami-Iida sub-branch(Closed at two locations)
Ozone branch
Nagoya Ekimae branch

Tenjinbashi sub-branch
JR Gate Tower sub-branch(Jointly operated at 27 locations)c

List of bank agents
No applicable matters.

d Bank agency services, etc. conducted by the Bank
No applicable matters.

-7-(5) Capital investmentsa Total capital investments(unit: millions of yen)
Total capital investments(Note)

804

Stated monetary amounts are rounded down to the nearest million yen.

b New investments in important facilities, etc.
(unit: millions of yen)
Description

AmountHead office exterior renovation

55

Office equipment renewal

163(Note)

Stated monetary amounts are rounded down to the nearest million yen.

-8-(6) Status of parent company and significant subsidiaries, etc.
a Parent company
No applicable matters.
b Subsidiaries, etc.
Name of company

Address

22-20, Meieki 4-chome,
Nakamura-ku, Nagoyashi
22-20, Meieki 4-chome,
Aigin Lease Co., Ltd. Nakamura-ku, Nagoyashi
22-20, Meieki 4-chome,
Aigin DC Card Co.,
Nakamura-ku, NagoyaLtd.
shi
22-20, Meieki 4-chome,
Aigin Computer
Nakamura-ku, NagoyaService Co, Ltd.
shi
Aigin Business
Service Co., Ltd.

Description of main
businessStated capital

Percentage of voting
rights of subsidiary,etc. held by the Bank

Other

Bank administration
businessmillion yen
30―
100.00－General leasing
business

20

46.85

－

Credit card business

30

42.89

－

Computer businessprocessing, etc.

10

5.00

－

Investment businesslimited liability
company (fund)14-12, Sakae 3-chome, operation andAichi Capital K.K.
90
100.00－Naka-ku, Nagoya
management
Investee company
general consulting
business(Notes) 1. The percentage of voting rights held by the Bank is rounded down to two decimal places.
2. The above five subsidiaries comprise the consolidated companies of the Bank. Consolidated ordinary
income improved 2,831 million yen to 56,112 million yen, and net income attributable to shareholdersof parent increased 6,678 million yen to 10,945 million yen.

-9-Overview of important operational alliances
1.

Through an alliance with the 37 regional banks who are members of The Second Association ofRegional Banks, we provide cash withdrawal services through mutual use of automated teller
machines (abbreviated as "SCS").

2.

Through an alliance with the 37 regional banks who are members of The Second Association ofRegional Banks, 5 city banks, 3 trust banks, 62 regional banks, 255 shinkin banks (including Shinkin
Central Bank), 141 credit unions (including Shinkumi Federation Bank), 613 agricultural cooperativeand fishing cooperative credit unions (including Norinchukin Bank and Shinren), and 14 labor banks(including Rokinren Bank), we provide cash withdrawal services through mutual use of automatedteller machines (abbreviated as "MICS").

3.

Through an alliance with the 37 regional banks who are members of The Second Association ofRegional Banks, we have a multi-bank report service that uses an ISDN circuit exchange network totransfer data, enabling the transmission and receipt of general transfer and other data with clientcompanies and deposit and withdrawal statements, etc. (abbreviated as "SDS").

4.

The Bank has an alliance with Japan Post Bank providing mutual access to automated teller machines
for making cash deposits and withdrawals.

5.

The Bank has an alliance with AEON Bank providing mutual access to automated teller machines formaking cash deposits and withdrawals.

6.

The Bank has an alliance with Juroku Bank, Bank of Nagoya and Hyakugo Bank providing mutual
access to automated teller machines for making cash deposits.

7.

Of the banks providing mutual access to automated teller machines, the Bank has alliances with
MUFG Bank, Juroku Bank, Bank of Nagoya, Chukyo Bank, Hyakugo Bank, San Ju San Bank, andShizuoka Bank for mutually making cash withdrawals at other banks free of charge.
(7) Business transfers, etc.
No applicable matters.
(8) Other important matters concerning the status of the bank
Details of the integration with The Chukyo Bank, Limited are as contained in the Notes to NonConsolidated Financial Statements and the Notes to Consolidated Financial Statements (significant postbalance sheet events) set out in the Internet Disclosure Matters upon Notice of Calling of the 113th
Annual General Meeting of Shareholders.

- 10 -

2.

Company officers (directors)(1) Status of company officers
Name
Yukinori Ito

Nobuhiko
Kuratomi

Hiroyasu
MatsunoShigeru
Murabayashi
Hiroaki
Yoshikawa

Kenichi Taguchi

Norimasa Suzuki

Masahiro Kato
Akira
Katsuragawa
Toshiyasu
HayashiYasutoshi Emoto
Yasuo Hasegawa

Position andresponsibilities
President (Representative
Director)
Responsible for the Internal Audit
Department
Senior Managing Director(Representative Director)
Responsible for the General
Planning Department
Managing Director
Responsible for the Credit
Supervision Department,
Securities & Foreign Business
Department, and Tokyo OfficeDirector
General Manager of Internal
Audit Department
Director
Responsible for General Affairs
Department, Operations
Administration Department
Director
Responsible for SalesManagement Department,
Corporate Sales Department,
Individual Sales Department
Director
Responsible for Compliance &Risk Management Department,
Personnel Department(as of the end of the fiscal year)
Significant
Other
concurrent positions

Director (full-time Audit andSupervisory Committee member)
Director (Audit and Supervisory
Committee member) (outside
director)
Director (Audit and Supervisory
Committee member) (outside
director)
Director (Audit and Supervisory
Committee member) (outside
director)
Director (Audit and Supervisory
Committee member) (outside
director)- 11 -

Head of Akira
Katasuragawa Certified
Tax Accountant Office

Head of Emoto Law
Office(Notes) 1.

Directors (Audit and Supervisory Committee members) Akira Katsuragawa, Toshiyasu
Hayashi, Yasutoshi Emoto, and Yasuo Hasegawa are outside directors set forth in
Article 2(xv) of the Companies Act.
2. Directors (Audit and Supervisory Committee members) Akira Katsuragawa andToshiyasu Hayashi have extensive knowledge in finance and accounting as shown
below.
Akira Katsuragawa is a certified tax accountant.
Toshiyasu Hayashi has extensive experience in business operations related to financeand accounting at Matsuzakaya Co, Ltd. and Front Retailing Co., Ltd.
3. Director (Audit and Supervisory Committee member) Yasutoshi Emoto has extensive
legal knowledge as an attorney-at-law.
4. The Bank has submitted notification to the Tokyo Stock Exchange and the Nagoya
Stock Exchange of the positions of the outside directors as independent officers inaccordance with the respective provisions of the exchanges.
5. In order to improve information gathering and the effectiveness of audits and strengthen
audit and oversight functions, the Bank has appointed Director (Audit and Supervisory
Committee member) Masahiro Kato as a full-time Audit and Supervisory Committee
member.
6. The following officers resigned during this fiscal year.
Position at time of
ResignationName
resignation
date
SeniorManaging
Director
June
25,
2021
(expirationofMasato Kobayashi (Representative Director)
term)
Tokuho Iida

Director

Same as above(Reference)
The Bank has adopted an executive officer system. The names, positions and responsibilities ofexecutive officers are as follows.
(as of the end of the fiscal year)
Name
Position and responsibilities
Executive Officer and General Manager of Head Office Sales
Toru Suzuki
Department
Kenji Ito
Executive Officer and General Manager of General Planning Department
Executive Officer, General Manager of Securities & Foreign Business
Takehiro Suzuki
Department
Executive Officer and General Manager in Charge of General Planning
Keiichi Ishikawa
Department
Officer, General Manager of Compliance & Risk Management
Hiroyuki Takimoto Executive
Department
Tatsuya Sakamoto Executive Officer, General Manager of Sales Management Department
Executive Officer and concurrently Manager of Nagoya No. 5 Block andShinya NakaManager of Tokotori Branch
Tetsushi Kawabata Executive Officer and General Manager of Personnel Department
Koji Ito

Executive Officer and General Manager of Corporate Sales Department- 12 -

(2) Compensation, etc. payable to company officers(1) Total amount, etc. of compensation, etc. amount for the fiscal year
(unit: millions of yen)
Category

Number of
officers
paidCompensat
ion, etc.

Base
compensati
onPerformanc
e-linkedcompensati
on, etc.

Nonmonetarycompensati
on, etc.

Directors(excluding Audit
and Supervisory
Committee
members)

9

157
(32)

131
(32)

―

25

Directors(Audit andSupervisory
Committee
members)

5

44
(11)

44
(11)

―

―

201
175
―
25
(43)
(43)
(Notes) 1. Stated monetary amounts are rounded down to the nearest million yen.
2. The above number of directors paid and compensation, etc. includes two directors(excluding Audit & Supervisory Committee Members) who resigned as of the end of
the 112th Annual General Meeting of Shareholders held on June 25, 2021.
3. The compensation, etc. amount includes officer bonuses of 43 million yen [director(excluding an Audit and Supervisory Committee member) bonus of 32 million yen,director who is an Audit and Supervisory Committee member bonus of 11 million yen]
to be paid in June 2022, but excludes employee-portion salary of employee-directorsof 14 million (of which 3 million yen is the employee-portion bonus of employeedirectors).
4. Officer bonuses are stated in the parenthesis within the “Compensation, etc.” column.
Total

14

(2) Performance-linked compensation, etc.
No applicable matters.

- 13 -

(3) Details of non-monetary compensation, etc.
The Bank has introduced a stock option system in order to share the merits and the risks ofstock fluctuations with shareholders by strengthening the link between officer compensationand the stock price and to heighten interest in improving corporate value and increasing
share price over the medium- to long-term. The details of the system are as follows.
Item
Qualifying persons
Share class
Allocation timing

Description
Directors (excluding directors who are Audit and Supervisory
Committee members and outside directors)
Common stock of the Bank
To be allocated promptly after the statutory term after a resolution ismade at a board of directors meeting establishing subscription
requirements for rights to subscribe for new shares (to be held in Juneof each year, in principle)

Maximum allotment
amountNumber of shares
grantedMaximum number ofallotted shares
Fair price calculation
methodAllotment number
calculation method
Value of assets
contributed upon theexercise of rights
Exercise period
Exercisecommencement date

100 million yen per year

Exercise deadline

The final day of the exercise period, or the day that is 10 years fromthe exercise commencement date, whichever is earlier

100 shares
300 units (30,000 shares)
Black-Scholes model
Fair price on business day preceding the issuance Board of Directors
meeting
Exercise price of one yen per share that can be delivered by exercising
the right to subscribe for new shares, multiplied by the number ofshares granted.
Within 30 years
Day after resignation date(4) General meeting of shareholders resolutions regarding director compensation, etc.
At the 107th Annual General Meeting of Shareholders held on June 24, 2016, it was resolvedthat the maximum compensation for directors (excluding Audit & Supervisory Committee
members) should be no more than 260 million yen per year (excluding the employee-portion
salary of employee-directors), and the maximum compensation for directors who are Audit
and Supervisory Committee members should be no more than 90 million yen per year. Also at
the 107th Annual General Meeting of Shareholders, it was resolved that rights to subscribe to
new shares of up to 100 million yen per year would be allotted to directors (excluding Audit& Supervisory Committee members and outside directors) as stock options separately to theabove maximum limits.
As of the end of that Annual General Meeting of Shareholders, there were 13 directors(excluding Audit & Supervisory Committee members) and six directors who were Audit andSupervisory Committee members (of which four were outside directors).

- 14 -

(5) Policy, etc. for deciding the details of officer compensation, etc.
a Method for deciding such policy
The policy on the compensation, etc. amount of individual directors (excluding Audit &Supervisory Committee members) and its calculation method was subject to a resolution of
the Board of Directors held on February 8, 2021, after asking and following the advice of
the Compensation Committee, in order for the compensation structure to function as anincentive for sustained improvement of corporate value, for it to be linked to shareholder
profit, and for it to be based on the attainment level of the medium term business plan.
b Summary of the content of the policy
The compensation, etc. of individual directors (excluding Audit & Supervisory Committee
members) is configured so that the proportion of the performance-linked compensation andnon-monetary compensation, etc. rises according to position.
c Reason for Board of Directors determining that the details of compensation, etc. forindividual directors this fiscal year are in line with the compensation policy
The compensation, etc. of each individual for this fiscal year as decided by the Board of
Directors was resolved after the Board of Directors determined whether the original
proposal prepared by the Compensation Committee after in-depth examination, including
conformity with such policy, was in line with such policy.
(6) Delegation of pertaining to determination of compensation, etc. for individual directors
No applicable matters.
(3) Liability limitation agreements
Article 33 of the articles of incorporation of the Bank permits the Bank to enter into
agreements with directors (excluding executive directors, etc.) limiting their liability so thatthey are able to fully fulfil the role expected of directors (Audit and Supervisory Committee
members). The Bank has entered into liability limitation agreements with all directors (Audit
and Supervisory Committee members).
Name
Masahiro Kato
Director (Audit andSupervisory Committee
member)Akira Katsuragawa
Outside Director (Audit
and Supervisory
Committee member)
Toshiyasu Hayashi
Outside Director (Audit
and Supervisory
Committee member)
Yasutoshi Emoto
Outside Director (Audit
and Supervisory
Committee member)

Outline of liability limitation agreements

Pursuant to the provisions of Article 427(1) of the Companies Act,
the Bank has entered into agreements to limit compensation
liability for the acts set forth in Article 423(1) of the Companies
Act. The maximum compensation liability in these agreements is
10 million yen or the minimum liability amount set out in Article
425(1) of the Companies Act, whichever is higher.

Yasuo Hasegawa
Outside Director (Audit
and Supervisory
Committee member)- 15 -

(4) Indemnity agreements
No applicable matters.
(5) Officers, etc. liability insurance agreements
The Bank has entered into an officers, etc. liability insurance agreement as stipulated in Article
430-3(1) of the Companies Act with an insurance company.
Scope of insured
Outline of officers, etc. liability insurance
personsagreements

Directors of the
Bank

3.

In the event of claims for compensation for damage arising fromactions taken by the insured in relation to operations as an officerof the Bank (including non-action), the agreement indemnifies fordamages and litigation costs, etc. suffered by the insured.
However, damage etc. incurred by officers, etc. who havecommitted bribery, other criminal actions, or intentionally broken
laws is excluded from indemnification so as not to undermine the
propriety of the execution of duties by officers, etc. The Bank pays
all insurance premiums.

Outside officers(1) Concurrent positions and other status of outside officers
Name

Concurrent positions and other status

Akira Katsuragawa
Director (Audit andHead of Akira Katasuragawa Certified Tax Accountant Office
Supervisory
Committee member)
Toshiyasu Hayashi
Director (Audit andNo applicable matters.
Supervisory
Committee member)
Yasutoshi Emoto
Director (Audit andHead of Emoto Law Office
Supervisory
Committee member)
Yasuo Hasegawa
Director (Audit andNo applicable matters.
Supervisory
Committee member)(Notes) 1. Akira Katasuragawa is concurrently the head of Akira Katasuragawa Certified Tax
Accountant Office. There is no particular relationship between Akira Katasuragawa
Certified Tax Accountant Office and the Bank.
2. Yasutoshi Emoto is concurrently the head of Emoto Law Office. There is no particular
relationship between Emoto Law Office and the Bank.

- 16 -

(2) Primary activities of outside officers
Attendance atmeetings of theorTime in Board
Name
Directors
andofficethe Audit andSupervisory
Committee

Comments at meetings of the Board of Directors
and the Audit and Supervisory Committee, andother activities

Mr. Katsuragawa is expected to fulfil amanagement supervisory role based on his
Akira
abundant experience and wide-ranging discernment
Katsuragawa
as an active certified public accountant. He actively
Directormakes remarks and the like at Board of Directors
18 years,meetings with respect to finance as well as the(Audit and9 months
overall business of the Bank. Moreover, as well as
Supervisory
taking a leading role in enhancing deliberations andCommittee
exercising authority, etc. as chair of the Personnel
member)Committee, he participates in active deliberations
as a Compensation Committee member.
Mr. Hayashi is expected to fulfil a management
supervisory role based on his abundant experience
Attended all 21 and wide-ranging discernment gained throughBoard ofholding important management posts such as his
Toshiyasu
Directors
participation in business operations related to
Hayashimeetings and all finance and accounting at Matsuzakaya Co, Ltd.
Director
5 years, 9 17 Audit andand Front Retailing Co., Ltd. He actively makes(Audit andmonths Supervisory
remarks and the like from that perspective at Board
Supervisory
Committee
of Directors meetings with respect to the overall
Committee
meetings
business of the Bank. Moreover, as well as taking amember)convened thisleading role in enhancing deliberations andfiscal year
exercising authority, etc. as chair of theCompensation Committee, he participates in active
deliberations as a Personnel Committee member.
Mr. Emoto is expected to fulfil a management
Attended 20 out supervisory role based on his specialist legalof 21 Board of
Yasutoshi
knowledge and his abundant experience and wideDirectors
Emotoranging discernment as an attorney-at-law. He
meetings and all actively makes remarks at Board of Directors
Director
3 years, 9 17 Audit andmeetings with respect to the strengthening of the(Audit andmonths Supervisory
Supervisorycompliance structure as well as other remarks from
Committee
Committeethat perspective. Moreover, as a Personnel
meetings
member)Committee member, he also plays an important role
convened thisfiscal year
in deliberating nominations of directors, etc. andreporting these to the Board of Directors.
Mr. Hasegawa is expected to fulfil a management
Attended all 21 supervisory role based on his abundant experience
Board ofand wide-ranging discernment gained throughYasuo
Directors
serving in the Nagoya City government and as a
Hasegawa
meetings
andallformer director of Maruhachi Credit Cooperative.
Director
1 year, 9 17 Audit andHe actively makes remarks at Board of Directors(Audit andmonths Supervisory
meetings with respect to corporate governance as
Supervisory
Committee
well as other remarks from that perspective.
Committee
meetings
Moreover, as a Compensation Committee member,member)convened thishe also plays an important role in deliberating the
fiscal year
compensation of directors, etc. and reporting on thisto the Board of Directors.
(Notes) Outside officers also actively participate in other cross-organizational committees such as
the Business Management Committee.
The Personnel Committee and the Compensation Committee that are discretionary
committees are both chaired by an outside officer.
Attended all 21
Board ofDirectors
meetings and all
17 Audit andSupervisory
Committee
meetings
convened thisfiscal year

- 17 -

(3) Outside officer compensation, etc.
Number of
officers paid

Compensation, etc. from theBank(unit: millions of yen)Compensation, etc. fromthe Bank's parent
company, etc.

Total amount of
4
26(6)
No applicable matters.
compensation,
etc.
(Notes) 1. Stated monetary amounts are rounded down to the nearest million yen.
2. The compensation, etc. amount from the Bank includes a six million yen officer bonus
to four outside officers planned to be paid in June 2022.
3. Officer bonuses are stated in the parenthesis within the “Compensation, etc. from the
Bank” column.
(4) Opinion of outside officers
No applicable matters.

- 18 -

4.

Stock of the Bank
(1) Number of shares
Total number of authorized shares

30,000,000
sharesTotal number of issued shares
10,943,000
sharesNote: The number of shares is rounded down to the nearest 1,000 shares.

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

8,968
shareholders(3) Major shareholders
Name of shareholder

Investment in the Bank
Number of shares, etc.
Ownership ratio (%)
held (thousand shares)
1,032
9.59

The Master Trust Bank of Japan, Ltd.
(Trust Account)
Custody Bank of Japan, Ltd. (Trust
446
4.15
Account)
Aichi Bank Employee Shareholding
319
2.97
Association
NGK Insulators, Ltd.
242
2.25
Toho Gas Co., Ltd.
237
2.20
Custody Bank of Japan, Ltd. (Trust
224
2.08
Account 4)
Nippon Life Insurance Company
206
1.92
Meiji Yasuda Life Insurance Company
205
1.91
Sumitomo Life Insurance Company
170
1.58
Sumitomo Realty & Development Co.,
156
1.45
Ltd.
(Notes) 1. The number of shares held is rounded down to the nearest 1,000 shares.
2. The Bank holds 176,172 treasury shares, but it is excluded from the above major
shareholders. The ownership ratio is calculated by deducting treasury shares from thetotal number of issued shares. Fractions are rounded to two decimal points.
3. For the fiscal year ended March 2021, for the Custody Bank of Japan, Ltd. we reported
the total of Trust Account, Trust Account 1,Trust Account 2, Trust Account 4, Trust
Account 5, Trust Account 6, Trust Account 7, Trust Account 9, Trust Account A,
Trust Account B, Pension Trust Account, Pension Special Account, and Securities
Investment Trust Account, but from this fiscal year we are reporting them as they arestated on the shareholder register without totaling them.
4. For the fiscal year ended March 2021, for The Master Trust Bank of Japan, Ltd., wereported the total of Trust Account and the Defined Benefit Plan Trust Canox Accountbut from this fiscal year we are reporting them as they are stated on the shareholder
register without totaling them.
(4) Shares held by officers
No applicable matters.

- 19 -

5.

Financial Auditor(1) Status of financial auditor(unit: millions of yen)
Name

Compensation, etc. for the
fiscal year

Other

KPMG AZSA LLC
Designated Limited
Grounds for consent to compensation, etc.
Liability Partners
58
of financial auditor (note) 4
Atsushi Fukui
Masaki Yamada(Notes) 1. Stated monetary amounts are rounded down to the nearest million yen.
2. The total monetary and other economic benefits to be paid by the Bank and its
subsidiaries to the financial auditor is 61 million yen.
3. This represents an aggregate amount of auditing compensation for audits pursuant to
the Companies Act and audits pursuant to the Financial Instruments and Exchange Act
as the auditing contract between the Bank and financial auditor does not divide out
amounts for the two forms of audit, nor is it practically possible to make such
distinction.
4. The Audit and Supervisory Committee conducted necessary reviews on theappropriateness of the audit plan of the financial auditor, the performance of duties,
and the calculation basis of estimated compensation, and found the proposed auditing
compensation to be at a level sufficient for the financial auditor to secure the required
auditing structure and auditing hours, and to perform appropriate audits. It therefore
agreed to the proposed compensation, etc. to the financial auditor.
(2) Liability limitation agreements
No applicable matters.
(3) Indemnity agreements
No applicable matters.
(4) Other matters concerning financial auditor
Policy on determining dismissal or non-reappointment of financial auditor
If the Audit and Supervisory Committee deems it necessary, such as where there is an
obstacle to the execution of the duties of the financial auditor from the perspective of audit
quality, independence or overall capabilities, etc. of the financial auditor, the Audit andSupervisory Committee will determine the details of a proposal on the dismissal or nonreappointment of the financial auditor to be submitted to a general meeting of shareholders.
In addition, if the financial auditor is found to fall under the items prescribed in the
subparagraphs in Article 340(1) of the Companies Act, the financial auditor will bedismissed based on the unanimous consent of the Audit and Supervisory Committee. In thatevent, an Audit and Supervisory Committee member appointed by the Audit andSupervisory Committee will report the dismissal of the financial auditor and the reasons
therefor at the first general meeting of shareholders convened after the dismissal.

- 20 -

6.

Basic policy on persons controlling decisions on financial and operational guidelines
No applicable matters.

7.

Specified wholly-owned subsidiaries
No applicable matters.

8.

Transactions with the parent company, etc.
No applicable matters.

9.

Accounting advisors(1) Liability limitation agreements
No applicable matters.
(2) Indemnity agreements
No applicable matters.
10. Other
No applicable matters.

- 21 -

113th Fiscal Year-End
Item

AmountItem(Assets)
Cash and due from banks

484,701

Cash

25,412

Due from banks

459,289

Call loans

2,888

Monetary claims bought

7,238

Trading securities
Trading account government bonds
Securities

49
49
994,364

Government bonds

127,797

Local government bonds

164,445

Corporate bonds

286,645

Stock

131,212

Other securities

284,263

Allowance for possible investment loss
Loans and bills discounted-0
2,766,466

Bills discounted

14,346Loans on notes

39,454Loans on deeds

2,502,007Overdrafts

210,657

Foreign exchange

1,528

Foreign deposits paid
Foreign bills receivable
Other assets

1,141
386
14,120Prepaid expenses

10

Accrued income

1,706

Financial derivatives

1,124

Other assets

11,278

Tangible fixed assets

33,870

Buildings

7,546

Land

22,695

Leased assets

853

Construction in progress

427

Other tangible fixed assets

2,347

Intangible fixed assets
Software
Software suspense account
Other intangible fixed assets
Prepaid pension costs
Customers' liabilities for acceptances andguarantees

Balance Sheet(As of March 31, 2022)

719
596
38
85
5,585
5,928
-13,223(Liabilities)
Deposits
Current account deposits
Ordinary deposits
Savings deposits
Notice deposits
Term deposits
Installment savings
Other deposits
Negotiable certificates of deposit
Call money
Cash collateral received for securities lent
Borrowed money
Borrowings
Foreign exchange
Foreign bills soldAccrued foreign bills
Other liabilities
Accrued corporate tax, etc.
Accrued expenses
Unearned revenue
Reserve for interest on installment
savings
Financial derivatives
Cash collateral received for financial
instruments
Lease obligations
Asset retirement obligations
Other liabilities
Provision for bonuses
Allowance for officers’ bonuses payable
Allowance for officers’ retirement benefits
Provision for reimbursement of deposits
Provision for contingent loss
Deferred tax liabilities
Deferred tax liabilities pertaining torevaluation
Acceptances and guarantees
Total liabilities(Equity)Common stock
Capital surplus
Capital reserves
Retained earnings
Retained earnings reserves
Other retained earnings
Reserve for reduction entry of replaced
assetsGeneral reserve
Retained earnings brought forward
Treasury stock
Total shareholders’ equity
Net unrealized gain on available-for-salesecurities
Deferred gains or losses on hedges- 22 -(unit: millions of yen)Amount3,393,856
228,840
1,938,058
15,683
14,033
1,152,522
11,38833,3294,100
131,119
49,241
447,070447,070
1,433
1,248
184
22,132
2,445
759
1,510
0
2,068
470
914
166
13,797
567
32
35
155
1,564
13,066
4,598
5,928
4,074,903
18,00013,834
13,834
146,695
5,392
141,302434
129,280
11,587-979
177,549
42,616635

Allowance for loan losses

Total assets

4,304,237

Revaluation reserve for land
Total valuation and translation adjustments
Stock acquisition rights
Total equity
Total liabilities and equity- 23 -

8,272
51,525259
229,334
4,304,237

113th Fiscal
Year(From April 1, 2021
to March 31, 2022)

Profit and loss statement(unit: millions of yen)

Item

AmountOrdinary income
Investment income
Interest on loans
Interest on and dividends from securities
Interest on call loans
Interest on deposits
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
Gain on redemption of national government bonds
Other operating income
Other ordinary income
Gain on loan losses recovered
Gain on sale of equity
Other ordinary income
Ordinary expenses
Financing costs
Interest on deposits
Interest on negotiable certificates of deposit
Interest on call loans
Interest paid on securities lending transactions
Interest on borrowings
Interest paid on interest rate swaps
Other interest expenses
Fees and commissions
Fund transfer fees paid
Other fees and commissions
Other operating expenses
Loss on securities transactions
Loss on sale of national government bonds, etc.
Amortization of national government bonds, etc.
Operating expenses
Other ordinary expenses
Provision for doubtful accounts
Provision of allowance for investment loss
Provision for reimbursement of inactive bank accounts
Provision for contingent loss
Loss on sale of equity
Amortization 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
Pre-tax net income
Corporate, inhabitants, and enterprise taxes
Corporate taxes, etc. - deferred
Total corporate taxes, etc.

47,46132,28921,146
10,637
0
469
35
8,906
2,149
6,756
539
77
460
1
0
5,726
0
5,431
294
32,261
381
214
6
-11
7
7
103
52
2,916
329
2,587
1,061
0
1,052
8
24,878
3,023
1,867
0
24
115
532
67
416
15,199
88
88
249
62
186
15,038
4,492
-255
4,237

- 24 -

Net income

10,801- 25 -

Consolidated financial statements preparation policies
The definitions of "subsidiary," "subsidiary corporation, etc.," and "affiliated entities, etc." are basedon Article 2(8) of the Banking Act and Article 4-2 of the Enforcement Orders to the Banking Act.
(1) Scope of consolidation
Consolidated subsidiaries and subsidiary corporations, etc.:
5 companies
Company name:
Aigin Business Service Co., Ltd.
Aigin Lease Co., Ltd.
Aigin DC Card Co., Ltd.
Aigin Computer Service Co, Ltd.
Aichi Capital Co., Ltd.
Aichi Capital Co., Ltd. is consolidated from this consolidated fiscal year as it was incorporated
this fiscal year.
(2) Application of the equity method
Not applicable.
(3) Fiscal years, etc. of consolidated subsidiaries and subsidiary corporations, etc.
All subsidiaries and subsidiary corporations, etc. to be consolidated have the same closing dateas the consolidated closing date.

- 26 -

113thFiscalYear-EndItem(As of March 31,
2022)

Consolidated Balance Sheet(unit: millions of yen)AmountItem(Assets)(Liabilities)
Deposits

Cash and due from banks

484,775

Call loans and bills bought

2,888

Monetary claims bought

7,238

Trading securities
Securities
Allowance for possible investment loss
Loans and bills discounted

49
993,000-02,759,402

Foreign exchange

1,528

Other assets

37,397

Tangible fixed assets

34,191

Buildings

7,546

Land

22,695

Leased assets

6Construction in progress

427

Other tangible fixed assets

3,515

Intangible fixed assets

AmountNegotiable certificates of deposit
Call money and bills soldCash collateral received for securities
lent
Borrowed money

3,389,658
4,100
131,119
49,241455,615

Foreign exchange

1,433

Other liabilities

23,149Provision for bonuses
Allowance for officers’ bonuses
payableNet defined benefit liability
Allowance for officers’ retirement
benefits
Provision for reimbursement ofdeposits
Provision for contingent loss
Deferred tax liabilities
Deferred tax liabilities pertaining torevaluation
Acceptances and guarantees
Total liabilities

582
35
535
44
155
1,564
13,4754,598
5,928
4,081,237(Equity)Common stock

18,000760

Capital surplus

13,883

Software

596

Retained earnings

151,391

Software suspense account38

Treasury stock-979

Leased assets

40

Other intangible fixed assets

85

Net defined benefit assets
Deferred tax assets
Customers' liabilities for acceptances andguarantees
Allowance for loan losses

7,453
195
5,928
-14,059

Total shareholders’ equity
Net unrealized gain on available-forsale securities
Deferred gains or losses on hedges
Revaluation reserve for land
Accumulated remeasurements ofdefined benefit plans
Total of other comprehensive
accumulated income
Stock acquisition rights
Non-controlling interests
Total Equity

Total assets

4,320,749

Total liabilities and Equity- 27 -

182,295
42,718
635
8,272
925
52,552
259
4,405
239,512
4,320,749

113th Fiscal Yearw

(From April 1, 2021 toMarch 31, 2022)

Item
Ordinary income
Investment income
Interest on loans
Interest on and dividends from securities
Interest on call loans and bills boughtInterest on deposits
Other interest income
Fees and commissions
Other operating income
Other ordinary income
Gain on loan losses recovered
Other ordinary income
Ordinary expenses
Financing costs
Interest on deposits
Interest on negotiable certificates of deposit
Interest on call loans and bills boughtInterest paid on securities lending transactions
Interest on borrowings
Other interest expenses
Fees and commissions
Other operating expenses
Operating expenses
Other ordinary expenses
Provision for doubtful accounts
Provision of allowance for investment loss
Provision for reimbursement of inactive bankaccounts
Provision for contingent loss
Other ordinary expenses
Ordinary income
Extraordinary profit
Gain on disposal of fixed assets
Extraordinary loss
Loss on disposal of fixed assets
Impairment loss
Net income before taxes and other adjustments
Corporate, inhabitants, and enterprise taxes
Corporate taxes, etc. - deferred
Total corporate taxes, etc.
Net income
Net income attributable to non-controlling interests
Net income attributable to owners of parent

Consolidated Profit and Loss Statement(unit: millions of yen)Amount56,11232,28821,12810,6550469
35
17,575
547
5,700
1
5,699
40,577
356
214
6
-11
7
30
108
10,422
1,068
25,527
3,202
2,034
0
24
115
1,028
15,534
88
88
248
62
186
15,374
4,584
-242
4,342
11,031
86
10,945- 28 -

Financial Auditor’s Audit Report on Financial Statements
Independent auditor's audit report
May 11, 2022
To: The Aichi Bank, Ltd.
The Board of Directors
KPMG AZSA LLC
Nagoya Office
Designated Limited Liability Partner
Engagement Partner
Designated Limited Liability Partner
Engagement Partner

Certified Public
Accountant
Certified Public
Accountant

Atsushi Fukui[seal]

Masanori Yamada[seal]

OpinionPursuant to Article 436(2)(i) of the Companies Act, we audited the financial statements for the 113th fiscal year of The Aichi Bank,
Ltd. extending from April 1, 2021 to March 31, 2022, specifically the balance sheet, profit and loss statement, non-consolidated
statement of changes in equity, notes to specific items and attached detailed schedules ("Financial Statements, etc." hereinafter).
We found the Financial Statements, etc. described above to conform to generally accepted principles of corporate accounting inJapan and to appropriately present the status of assets, profits and losses for the period pertaining to the Financial Statements, etc. inall material respects.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under auditing
standards are as stated in "Auditor's Responsibilities for the Audit of Financial Statements, etc." In accordance with professional
ethics standards in Japan, we are independent of the company and perform our responsibilities in an ethical manner as auditors. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Matters of Emphasis
As stated in the Notes on Significant Subsequent Events, the Company passed a resolution at a board of directors meeting convenedon May 11, 2022 to form, together with The Chukyo Bank, Limited, the Aichi Financial Group, Inc., which would function as theparent company to which both banks will become wholly owned subsidiaries by method of a joint share transfer on October 3, 2022,
and the banks entered into a business integration agreement and jointly prepared a share transfer plan on the same date.
This matter has no effect on our opinion.
Other Stated Matters
Other stated content consists of the Business Report and attached schedules. It is the responsibility of management to prepare anddisclose other stated content. The Audit and Supervisory Committee is responsible for monitoring the execution of duties by directors
in the development and operation of the reporting process for other stated content.
Other stated content is not included in the scope of the auditing opinion of the Financial Statements, etc. expressed by us, and we
express no opinion on other stated content.
Our responsibility in audits of Financial Statements, etc. is to thoroughly read other stated content and, in the process of reading,verify that there are no material differences between other stated content, the Financial Statements, etc., and the knowledge gained by
us in the course of auditing, and to look carefully for signs of material errors in other stated content other than these material
differences.
We are required to report the facts if we determine that there are material errors in other stated content based on the work that we
performed.
There are no matters that we should report concerning other stated content.

- 29 -

Responsibilities of Management and the Audit and Supervisory Committee for the Financial Statements, etc.
It is the responsibility of management to prepare and properly present Financial Statements, etc. in conformity with corporate
accounting standards that are generally accepted as fair and appropriate in Japan. This includes the establishment and operation ofinternal controls judged to be necessary by management in order to prepare and properly present Financial Statements, etc. that do notcontain material misrepresentations that are due to wrongdoing or error.
When preparing Financial Statements, etc., management is responsible for assessing whether it is appropriate to prepare Financial
Statements, etc. based on the assumption of a going concern, and for disclosing any matters that it is necessary to disclose regarding
the going concern based on corporate accounting standards that are generally accepted as fair and appropriate in Japan.
The Audit and Supervisory Committee is responsible for overseeing the performance of duties by directors in connection with theimplementation and operation of the financial reporting process.
Auditor's Responsibilities for the Audit of Financial Statements, etc.
Our responsibility as auditors is to obtain reasonable assurance through the audit about whether the Financial Statements, etc. as awhole are free from material misstatement, whether due to fraud or error, and to issue an independent auditor's report that includes ouropinion on the Financial Statements, etc. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the decisions of users taken on the basis of the Financial Statements,
etc.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment andmaintain professional skepticism throughout the audit.
 We identify and assess the risk of material misrepresentation due to wrongdoing or error. In addition, we formulate and implement
audit procedures to address the risk of material misstatements. The selection and application of audit procedures is at the discretionof the auditor. We then obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
 Although the purpose of the audit of the Financial Statements, etc. is not to express an opinion on the effectiveness of thecompany's internal controls, the auditors consider internal controls relevant to the audit in order to design audit procedures that areappropriate when implementing risk assessments.
 We evaluate the appropriateness of accounting policies used by management and their application, and the reasonableness ofaccounting estimates and the appropriateness of related disclosures made by management.
 We come to a conclusion on the appropriateness of management's use of the going concern basis of accounting to prepare the
Financial Statements, etc. and, based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Financial Statements,
etc. or, if such disclosures are inadequate, to declare an opinion with an excepted matter. Our conclusions are based on audit
evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease tocontinue as a going concern.
 We evaluate the overall presentation, structure and content of the Financial Statements, etc., including the disclosures, and whether
the Financial Statements, etc. represent the underlying transactions and events in a manner that achieves fair presentation inaccordance with accounting principles generally accepted in Japan.
We report to the Audit and Supervisory Committee regarding, among other matters, the planned scope and timing of the audit andsignificant audit findings, including any significant deficiencies in internal control that we identify during our audit, and other mattersthat are called for under the audit standards.
We also provide the Audit and Supervisory Committee with a statement that we have complied with the professional ethics
requirements regarding independence in Japan, and communicate to them all relationships and other matters that may reasonably bethought to bear on our independence, and where applicable, related safeguards to remove or reduce obstructions.
Disclosure of Interests
We and our engagement partners do not have any interest in the company that is required to be disclosed pursuant to the provisionsof the Certified Public Accountants Act of Japan.
End of document.

- 30 -

Financial Auditor Report on Consolidated Financial Statements
Independent auditor's audit report
May 11, 2022
To: The Aichi Bank, Ltd.
The Board of Directors
KPMG AZSA LLC
Nagoya Office
Designated Limited Liability Partner
Engagement Partner
Designated Limited Liability Partner
Engagement Partner

Certified Public
Accountants
Certified Public
Accountants

Atsushi Fukui[seal]

Masanori Yamada[seal]

OpinionPursuant to the provisions of Article 444(4) of the Companies Act, we audited the consolidated financial statements, comprising theconsolidated balance sheet, the consolidated profit and loss statement, the consolidated statement of changes in equity, and the notes
to consolidated financial statements, for The Aichi Bank, Ltd.’s consolidated fiscal year from April 1, 2021 to March 31, 2022.
We found the consolidated financial statements described above to conform to generally accepted principles of corporate
accounting in Japan and to appropriately present the status of assets, profits, and losses of the corporate group comprising The Aichi
Bank, Ltd. and its consolidated subsidiaries for the relevant period.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under auditing
standards are stated in “Auditor's Responsibilities for the Audit of Consolidated Financial Statements.” In accordance withprofessional ethics standards in Japan, we are independent of the company and its subsidiaries and we have fulfilled our other ethicalresponsibilities as an auditor. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour opinion.
Matters of Emphasis
As stated in the Notes on Significant Subsequent Events, the Company passed a resolution at a board of directors meeting convenedon May 11, 2022 to form, together with The Chukyo Bank, Limited, the Aichi Financial Group, Inc. which would function as theparent company to which both banks will become wholly owned subsidiaries by method of a joint share transfer on October 3, 2022,
and the banks entered into a business integration agreement and jointly prepared a share transfer plan on the same date.
This matter has no effect on our opinion.
Other Stated Matters
Other stated content consists of the Business Report and attached schedules. It is the responsibility of management to prepare anddisclose other stated content. The Audit and Supervisory Committee is responsible for monitoring the execution of duties by directors
in the development and operation of the reporting process for other stated content.
Other stated content is not included in the scope of the auditing opinion of the consolidated financial statements expressed by us,
and we express no opinion on other stated content.
Our responsibility in audits of consolidated financial statements is to thoroughly read other stated content and, in the process ofreading, verify that there are no material differences between other stated content, consolidated financial statements, and theknowledge gained by us in the course of auditing, and to look carefully for signs of material errors in other stated content other thanthese material differences.
We are required to report the facts if we determine that there are material errors in other stated content based on the work that we
performed.
There are no matters that we should report concerning stated content.

- 31 -

Responsibilities of Management and the Audit and Supervisory Committee for the Consolidated Financial Statements
It is the responsibility of management to prepare and properly present consolidated financial statements in conformity withcorporate accounting standards that are generally accepted as fair and appropriate in Japan. This includes the establishment andoperation of internal controls judged to be necessary by management in order to prepare and properly present consolidated financial
statements that do not contain material misrepresentations that are due to wrongdoing or error.
When preparing consolidated financial statements, management is responsible for assessing whether it is appropriate to prepare
consolidated financial statements based on the assumption of a going concern, and for disclosing any matters that it is necessary todisclose regarding the going concern based on corporate accounting standards that are generally accepted as fair and appropriate inJapan.
The Audit and Supervisory Committee is responsible for overseeing the performance of duties by directors in connection with theimplementation and operation of the financial reporting process.
Auditor's Responsibilities for the Audit of Consolidated Financial Statements
Our responsibility as auditor is to obtain reasonable assurance through the audit about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an independent auditor's report that
includes our opinion on the consolidated financial statements. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the decisions of users taken on the basis of theconsolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment andmaintain professional skepticism throughout the audit.
 We identify and assess the risk of material misrepresentation due to wrongdoing or error. In addition, we formulate and implement
audit procedures to address the risk of material misstatements. The selection and application of audit procedures is at the discretionof the auditor. We then obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
 Although the purpose of the audit of the consolidated financial statements is not to express an opinion on the effectiveness of thecompany's internal controls, the auditors consider internal controls relevant to the audit in order to design audit procedures that areappropriate when implementing risk assessments.
 We evaluate the appropriateness of accounting policies used by management and their application, and the reasonableness ofaccounting estimates and the reasonableness of related disclosures made by management.
 We come to a conclusion on the appropriateness of management's use of the going concern basis of accounting to prepare theconsolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to declare an opinion with an excepted matter. Our conclusions are
based on audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause thecompany to cease to continue as a going concern.
 We evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, andwhether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fairpresentation in accordance with accounting principles generally accepted in Japan.
 We obtain sufficient, appropriate audit evidence regarding the financial information of the company and its consolidated
subsidiaries in order to express an opinion on the consolidated financial statements. We are responsible for directions, supervision,and implementation concerning auditing of the consolidated financial statements. We remain solely responsible for our audit
opinion.
We report to the Audit and Supervisory Committee regarding, among other matters, the planned scope and timing of the audit andsignificant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit and Supervisory Committee with a statement that we have complied with the professional ethics
requirements regarding independence in Japan, and communicate to them all relationships and other matters that may reasonably bethought to bear on our independence, and where applicable, related safeguards to remove or reduce obstructions.
Disclosure of Interests
We and our designated engagement partners do not have any interest in the company or its consolidated subsidiary companies thatis required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
End of document- 32 -

Audit Report by the Audit and Supervisory Committee
Audit Report
The Audit and Supervisory Committee has audited the performance of duties by directors in the113th fiscal year (April 1, 2021 through March 31, 2022). We report the method and results
thereof as follows.
1.

Method and Details of Audit
The Audit and Supervisory Committee received periodic reports from directors,
employees, etc. regarding the content of Board of Directors resolution concerning thematters listed in Article 399-13(1)(i), items (b) and (c), of the Companies Act and thestructure and operation of the system established pursuant to that resolution (the internal
control system), requested explanations as necessary, expressed opinions, and conducted its
audit by the following method.
(a) Attended material meetings, received reports from Directors and employees, etc. withrespect to their performance of duties, requested explanations as necessary, inspected
important approval documents, and investigated the status of the business and assets of thehead office and major sales offices based on the Audit and Supervisory Committee
standards established by the Audit and Supervisory Committee and pursuant to the audit
policy and division of duties, in collaboration with the Company's audit department andinternal control department. In regard to subsidiaries, the auditors received business
reports from subsidiaries as necessary in order to ensure good communication andinformation exchange with the directors and auditors, etc. thereof.
(b) As well as monitoring and verifying whether the financial auditor maintains an
independent position and properly conducts its audit, the Audit and Supervisory
Committee received reports and requested explanations as necessary from the financial
auditor on the status of the execution of its duties. Further, the Audit and Supervisory
Committee received a notice from the financial auditor to the effect that it maintains“systems in order to ensure that its duties are properly performed (matters listed in each
item under Article 131 of the Ordinance on Company Accounting) in accordance with the“Quality Control Standards for Auditing” (October 28, 2005, Business Accounting
Council), etc., and requested explanations as necessary.
Based on the above methods, the auditors examined the business report and attached
schedules, financial statements (balance sheet, profit and loss statement, statement of changes
in equity, and notes to specific items) and their attached schedules, and consolidated financial
statements (consolidated balance sheet, consolidated statements of income, consolidated
statement of changes in equity, and notes to the consolidated financial statements) for thebusiness year.

- 33 -

2. Audit Results(1) Audit results for the business report, etc.
(a) In our opinion, the business report and the annexed detailed statements comply with laws
and regulations and the articles of incorporation and accurately reflect the situation of thecompany.
(b) We found no improper act or material fact that is in violation of laws and regulations or
the articles of incorporation concerning the execution of duties by the directors.
(c) We find that the Board of Directors' resolution and status of operation with respect tointernal control systems are appropriate. Further, we found no matters that should beraised with regard to the details stated in the business report or the execution of thedirectors’ duties concerning those internal control systems.
(2) Audit results for financial statements and their annexed detailed statements
We find that the audit methods and results of KPMG AZSA LLC are appropriate.
(3) Results of audit of consolidated financial statements
We find that the audit methods and results of KPMG AZSA LLC are appropriate.
May 11, 2022
The Aichi Bank, Ltd. Audit and Supervisory Committee
Full-time Audit and Supervisory Committee
MemberAudit and Supervisory Committee Member

Masahiro Kato

[seal]

Akira Katsuragawa [seal]

Audit and Supervisory Committee Member

Toshiyasu Hayashi [seal]

Audit and Supervisory Committee Member

Yasutoshi Emoto[seal]

Audit and Supervisory Committee Member

Yasuo Hasegawa[seal](Note) Audit and Supervisory Committee Members Akira Katsuragawa, Toshiyasu Hayashi, Yasutoshi Emoto, andYasuo Hasegawa are outside directors as set forth in Article 2(xv) and Article 331(6) of the Companies Act.

End of document- 34 -

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

3.

4.

5.
6.

7.

8.

9.

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 number ofshares 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 the date of the grant of
the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be adjusted in accordancewith 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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, the Bank
will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”) who holdeach 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 or announcement shall bemade 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(1)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will behalf 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 will be
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 (or decided
by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not required), theBank may acquire rights to subscribe for new shares without contribution on a date separately determined by 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 Bank isrequired 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- 35 -

10.

11.

12.

demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 of Rights 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
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 aresult 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 exercised aright 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 isapproved 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.
(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
July 20, 2012
End of document.

- 36 -

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.

7.

8.

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 the numberof 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’s common 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”), 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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 toadjust 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 or announcement
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 behalf 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 will be
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 Company 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 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 determinedby 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 a wholly
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 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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- 37 -

9.

10.

11.

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-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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 of Rights 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
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 aresult 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 aright 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 share transfer
agreement is approved by a general meeting of shareholders (or decided by resolution of the Board of 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
End of document.

- 38 -

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

3.

4.

5.
6.

7.

8.

9.

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 number ofshares 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 the date of the grant of
the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be adjusted in accordancewith 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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, the Bank
will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”) who holdeach 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 or announcement shall bemade 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(1)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will behalf 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 will be
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 (or decided
by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not required), theBank may acquire rights to subscribe for new shares without contribution on a date separately determined by 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 Bank isrequired 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- 39 -

10.

11.

12.

demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 of Rights 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
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 aresult 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 exercised aright 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 isapproved 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.
(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
July 19, 2013
End of document.

- 40 -

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.

7.

8.

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 the numberof 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’s common 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”), 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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 toadjust 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 or announcement
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 behalf 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 will be
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 Company 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 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 determinedby 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 a wholly
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 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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- 41 -

9.

10.

11.

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-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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 of Rights 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
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 aresult 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 aright 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 share transfer
agreement is approved by a general meeting of shareholders (or decided by resolution of the Board of 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
End of document.

- 42 -

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

3.

4.

5.
6.

7.

8.

9.

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 number ofshares 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 the date of the grant of
the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be adjusted in accordancewith 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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, the Bank
will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”) who holdeach 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 or announcement shall bemade 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(1)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will behalf 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 will be
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 (or decided
by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not required), theBank may acquire rights to subscribe for new shares without contribution on a date separately determined by 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 Bank isrequired 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- 43 -

10.

11.

12.

demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 of Rights 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
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 aresult 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 exercised aright 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 isapproved 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.
(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
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.

7.

8.

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 the numberof 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’s common 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”), 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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 toadjust 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 or announcement
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 behalf 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 will be
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 Company 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 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 determinedby 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 a wholly
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 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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- 45 -

9.

10.

11.

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-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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 of Rights 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
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 aresult 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 aright 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 share transfer
agreement is approved by a general meeting of shareholders (or decided by resolution of the Board of 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
End of document.

- 46 -

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

3.

4.

5.
6.

7.

8.

9.

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 number ofshares 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 the date of the grant of
the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be adjusted in accordancewith 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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, the Bank
will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”) who holdeach 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 or announcement shall bemade 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(1)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will behalf 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 will be
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 (or decided
by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not required), theBank may acquire rights to subscribe for new shares without contribution on a date separately determined by 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 Bank isrequired 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- 47 -

10.

11.

12.

demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 of Rights 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
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 aresult 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 exercised aright 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 isapproved 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.
(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
July 24, 2015
End of document.

- 48 -

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.

7.

8.

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’s common 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”), 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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 Numberof 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 or announcement
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 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 behalf 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 will be
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 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 determinedby 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 a wholly
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 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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- 49 -

9.

10.

11.

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-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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 of Rights 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
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 aresult 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 share transfer
agreement is approved by a general meeting of shareholders (or decided by resolution of the Board of 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
End of document.

- 50 -

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

3.

4.

5.
6.

7.

8.

9.

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 number ofshares 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 the date of the grant of
the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be adjusted in accordancewith 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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, the Bank
will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”) who holdeach 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 or announcement shall bemade 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(1)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will behalf 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 will be
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 (or decided
by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not required), theBank may acquire rights to subscribe for new shares without contribution on a date separately determined by 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 Bank isrequired 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- 51 -

10.

11.

12.

demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 of Rights 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
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 aresult 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 exercised aright 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 isapproved 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.
(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
July 22, 2016
End of document.

- 52 -

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.

7.

8.

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’s common 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”), 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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 Numberof 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 or announcement
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 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 behalf 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 will be
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 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 determinedby 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 a wholly
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 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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- 53 -

9.

10.

11.

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-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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 of Rights 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
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 aresult 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 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 share transfer
agreement is approved by a general meeting of shareholders (or decided by resolution of the Board of 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
End of document.

- 54 -

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.

7.

8.

9.

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 number ofshares 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 the date of the grant of
the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be adjusted in accordancewith 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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, the Bank
will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”) who holdeach 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 or announcement shall bemade 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(1)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will behalf 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 will be
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 (or decided
by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not required), theBank may acquire rights to subscribe for new shares without contribution on a date separately determined by 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 Bank isrequired 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- 55 -

10.

11.

12.

demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 of Rights 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
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 aresult 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 exercised aright 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 isapproved 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.
(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
July 21, 2017
End of document.

- 56 -

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.

7.

8.

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’s common 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”), 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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 Numberof 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 or announcement
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 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 behalf 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 will be
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 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 determinedby 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 a wholly
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 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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- 57 -

9.

10.

11.

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-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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 of Rights 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
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 aresult 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 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 share transfer
agreement is approved by a general meeting of shareholders (or decided by resolution of the Board of 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
End of document.

- 58 -

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

3.

4.

5.
6.

7.

8.

9.

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 number ofshares 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 the date of the grant of
the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be adjusted in accordancewith 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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, the Bank
will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”) who holdeach 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 or announcement shall bemade 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(1)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will behalf 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 will be
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 (or decided
by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not required), theBank may acquire rights to subscribe for new shares without contribution on a date separately determined by 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 Bank isrequired 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- 59 -

10.

11.

12.

demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 of Rights 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
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 aresult 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 exercised aright 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 isapproved 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.
(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
July 20, 2018
End of document.

- 60 -

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.

7.

8.

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’s common 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”), 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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 toadjust 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 or announcement
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, 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 behalf 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 will be
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 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 determinedby 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 a wholly
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 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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- 61 -

9.

10.

11.

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-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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 of Rights 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
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 aresult 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 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 share transfer
agreement is approved by a general meeting of shareholders (or decided by resolution of the Board of 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
End of document.

- 62 -

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

3.

4.

5.
6.

7.

8.

9.

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 number ofshares 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 the date of the grant of
the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be adjusted in accordancewith 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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, the Bank
will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”) who holdeach 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 or announcement shall bemade 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(1)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will behalf 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 will be
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 (or decided
by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not required), theBank may acquire rights to subscribe for new shares without contribution on a date separately determined by 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 Bank isrequired 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- 63 -

10.

11.

12.

demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 of Rights 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
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 aresult 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 exercised aright 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 isapproved 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.
(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
July 19, 2019
End of document.

- 64 -

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.

7.

8.

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’s common 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”), 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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 Numberof 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 or announcement
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 behalf 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 will be
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 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 determinedby 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 a wholly
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 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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- 65 -

9.

10.

11.

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-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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 of Rights 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
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 aresult 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 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 share transfer
agreement is approved by a general meeting of shareholders (or decided by resolution of the Board of 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
End of document.

- 66 -

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

3.

4.

5.
6.

7.

8.

9.

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 number ofshares 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 the date of the grant of
the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be adjusted in accordancewith 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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, the Bank
will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”) who holdeach 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 or announcement shall bemade 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(1)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will behalf 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 will be
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 (or decided
by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not required), theBank may acquire rights to subscribe for new shares without contribution on a date separately determined by 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 Bank isrequired 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- 67 -

10.

11.

12.

demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 of Rights 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
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 aresult 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 exercised aright 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 isapproved 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.
(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
July 22, 2020
End of document.

- 68 -

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.

7.

8.

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’s common 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”), 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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 Numberof 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 or announcement
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 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 behalf 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 will be
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 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 determinedby 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 a wholly
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 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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- 69 -

9.

10.

11.

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-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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 of Rights 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
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 aresult 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 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 share transfer
agreement is approved by a general meeting of shareholders (or decided by resolution of the Board of 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
End of document.

- 70 -

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

3.

4.

5.
6.

7.

8.

9.

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 number ofshares 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 the date of the grant of
the rights to subscribe for new shares (the “Allocation Date”), the Number of Shares Granted shall be adjusted in accordancewith 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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, the Bank
will notify or announce the necessary matters to the parties (the “Holders of Rights to Subscribe for New Shares”) who holdeach 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 or announcement shall bemade 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(1)
The amount of capital increase when shares are issued upon exercise of the rights to subscribe for new shares will behalf 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 will be
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 (or decided
by resolution of the Bank’s Board of Directors if a resolution of the general meeting of shareholders is not required), theBank may acquire rights to subscribe for new shares without contribution on a date separately determined by 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 Bank isrequired 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- 71 -

10.

11.

12.

demerged company), or share exchange or share transfer (in both cases limited only to situations where the Bank becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 of Rights 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
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 aresult 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 exercised aright 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 isapproved 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.
(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
July 21, 2021
End of document.

- 72 -

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.

7.

8.

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’s common 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”), 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 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 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, the adjusted
Number of Shares Granted shall be retroactively applied to the day following the record date from the day following the dateof 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 Numberof 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 or announcement
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 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 behalf 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 will be
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 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 determinedby 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 a wholly
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 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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- 73 -

9.

10.

11.

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-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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 of Rights 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
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 aresult 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 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 tothe effect that rights to subscribe for new shares of the Restructured Company will be delivered to the Holder 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 share transfer
agreement is approved by a general meeting of shareholders (or decided by resolution of the Board of 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
End of document.

- 74 -

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 of rights to
subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new shares issued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number of rights
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 number ofshares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 1,000 shares (with theadjusted Number of Shares Granted as 100 due to the share consolidation with an effective date of October 1, 2016 (theadjustment 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 those 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 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 meeting ofshareholders.
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).
C  Se t N d1   e  rt XN d 2 
Where:

2 
S 
t
ln     r   
2 
X 
d1 
, d 2  d1   t
 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, 2013 (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 Bank oneach 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
(iii)
(iv)
(v)

7.
8.

(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 notconstitute 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- 75 -

(i)

9.

10.

11.
12.

Holders of Rights to Subscribe for New Shares may exercise rights to subscribe for new shares within 10 days (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position 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 thesplitting 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 (or resolved by
the Board of Directors of the Bank or decided by an executive officer delegated in accordance with the provisions ofArticle 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 in accordance 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 behalf 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 will be
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 the provisionsof 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 Bank isrequired 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 becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 Rights 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 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

- 76 -

result of the exercise of the issued rights to subscribe for new shares.
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 exercised aright 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 amount obtained bymultiplying the value of assets to be contributed upon exercise of the rights to subscribe for new shares by the numberof rights to subscribe for new shares subject to exercise shall be transferred in cash to the account designated 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
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 theBank.
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 of theseterms 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 businesshours.
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.
(v)

13.

14.
15.

16.
17.
18.

19.

20.

21.

End of document.

- 77 -

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

3.

4.
5.

6.

7.

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 the numberof 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 date set 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 to those 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, 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 applied from the day following the date of conclusion of the general meeting ofshareholders.
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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position 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 theCompany becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Company (orresolved by the Board of Directors of the Company 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 in accordance with thedelivery 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 andthe Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replaced with
“Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 1 Rights to Subscribe for New Shares (ShareBased 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 behalf 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 will be
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), theCompany may acquire the rights to subscribe for new shares without contribution on a date separately determined by theCompany’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 thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes a wholly
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- 78 -

(v)

8.
9.

10.

11.

Proposal for approval of amendment of the Articles of Incorporation which provides that approval of the Company 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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 the absorption-type merger takes effect; for a
consolidation-type merger, the date a corporation under consolidation merger is 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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 Rights 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 aresult 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 exercised aright 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.

- 79 -

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 of rights to
subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new shares issued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number of rights
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 number ofshares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 1,000 shares (with theadjusted Number of Shares Granted as 100 due to the share consolidation with an effective date of October 1, 2016 (theadjustment 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 those 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 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 meeting ofshareholders.
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).
C  Se t N d1   e  rt XN d 2 
Where:

2 
S 
t
ln     r   
2 
X 
d1 
, d 2  d1   t
 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 Bank oneach 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
(iii)
(iv)
(v)

7.
8.

(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 notconstitute 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 (or the- 80 -

9.

10.

11.
12.

next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position 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 thesplitting 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 (or resolved by
the Board of Directors of the Bank or decided by an executive officer delegated in accordance with the provisions ofArticle 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 in accordance 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 behalf 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 will be
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 the provisionsof 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 Bank isrequired 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 becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 Rights 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 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 aresult of the exercise of the issued rights to subscribe for new shares.

- 81 -

(v)

13.

14.
15.

16.
17.
18.

19.

20.

21.

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 exercised aright 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 amount obtained bymultiplying the value of assets to be contributed upon exercise of the rights to subscribe for new shares by the numberof rights to subscribe for new shares subject to exercise shall be transferred in cash to the account designated 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
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 theBank.
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 of theseterms 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 businesshours.
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.

- 82 -

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

3.

4.
5.

6.

7.

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 the numberof 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 date set 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 to those 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, 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 applied from the day following the date of conclusion of the general meeting ofshareholders.
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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position 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 theCompany becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Company (orresolved by the Board of Directors of the Company 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 in accordance with thedelivery 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 andthe Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replaced with
“Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 2 Rights to Subscribe for New Shares (ShareBased 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 behalf 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 will be
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), theCompany may acquire the rights to subscribe for new shares without contribution on a date separately determined by theCompany’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 thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes a wholly
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- 83 -

8.
9.

10.

11.

required 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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 the absorption-type merger takes effect; for a
consolidation-type merger, the date a corporation under consolidation merger is 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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 Rights 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 aresult 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 exercised aright 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.

- 84 -

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 of rights to
subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new shares issued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number of rights
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 number ofshares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 1,000 shares (with theadjusted Number of Shares Granted as 100 due to the share consolidation with an effective date of October 1, 2016 (theadjustment 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 those 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 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 meeting ofshareholders.
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).
C  Se t N d1   e  rt XN d 2 
Where:

2 
S 
t
ln     r   
2 
X 
d1 
, d 2  d1   t
 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 Bank oneach 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
(iii)
(iv)
(v)

7.
8.

(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 notconstitute 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 (or the- 85 -

9.

10.

11.
12.

next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position 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 thesplitting 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 (or resolved by
the Board of Directors of the Bank or decided by an executive officer delegated in accordance with the provisions ofArticle 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 in accordance 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 behalf 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 will be
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 the provisionsof 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 Bank isrequired 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 becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 Rights 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 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 aresult of the exercise of the issued rights to subscribe for new shares.

- 86 -

(v)

13.

14.
15.

16.
17.
18.

19.

20.

21.

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 exercised aright 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 amount obtained bymultiplying the value of assets to be contributed upon exercise of the rights to subscribe for new shares by the numberof rights to subscribe for new shares subject to exercise shall be transferred in cash to the account designated 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
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 theBank.
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 of theseterms 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 businesshours.
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.

- 87 -

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.

6.

7.

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 the numberof 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 date set 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 to those 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, 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 applied from the day following the date of conclusion of the general meeting ofshareholders.
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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position 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 theCompany becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Company (orresolved by the Board of Directors of the Company 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 in accordance with thedelivery 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 andthe Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replaced with
“Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 3 Rights to Subscribe for New Shares (ShareBased 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 behalf 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 will be
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), theCompany may acquire the rights to subscribe for new shares without contribution on a date separately determined by theCompany’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 thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes a wholly
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- 88 -

8.
9.

10.

11.

required 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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 the absorption-type merger takes effect; for a
consolidation-type merger, the date a corporation under consolidation merger is 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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 Rights 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 aresult 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 exercised aright 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.

- 89 -

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 of rights to
subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new shares issued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number of rights
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 number ofshares underlying each right to subscribe for new shares (the “Number of Shares Granted”) shall be 1,000 shares (with theadjusted Number of Shares Granted as 100 due to the share consolidation with an effective date of October 1, 2016 (theadjustment 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 those 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 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 meeting ofshareholders.
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).
C  Se t N d1   e  rt XN d 2 
Where:

2 
S 
t
ln     r   
2 
X 
d1 
, d 2  d1   t
 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 Bank oneach 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
(iii)
(iv)
(v)

7.
8.

(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 notconstitute 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 (or the- 90 -

9.

10.

11.
12.

next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position 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 thesplitting 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 (or resolved by
the Board of Directors of the Bank or decided by an executive officer delegated in accordance with the provisions ofArticle 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 in accordance 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 behalf 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 will be
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 the provisionsof 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 Bank isrequired 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 becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 Rights 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 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 aresult of the exercise of the issued rights to subscribe for new shares.

- 91 -

(v)

13.

14.
15.

16.
17.
18.

19.

20.

21.

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 exercised aright 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 amount obtained bymultiplying the value of assets to be contributed upon exercise of the rights to subscribe for new shares by the numberof rights to subscribe for new shares subject to exercise shall be transferred in cash to the account designated 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
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 theBank.
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 of theseterms 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 businesshours.
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.

- 92 -

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

3.

4.
5.

6.

7.

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 the numberof 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 date set 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 to those 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, 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 applied from the day following the date of conclusion of the general meeting ofshareholders.
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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position 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 theCompany becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Company (orresolved by the Board of Directors of the Company 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 in accordance with thedelivery 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 andthe Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replaced with
“Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 4 Rights to Subscribe for New Shares (ShareBased 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 behalf 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 will be
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), theCompany may acquire the rights to subscribe for new shares without contribution on a date separately determined by theCompany’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 thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes a wholly
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- 93 -

8.
9.

10.

11.

required 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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 the absorption-type merger takes effect; for a
consolidation-type merger, the date a corporation under consolidation merger is 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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 Rights 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 aresult 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 exercised aright 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.

- 94 -

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 of rights to
subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new shares issued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number of rights
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 number ofshares 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 those 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 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 meeting ofshareholders.
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).
C  Se t N d1   e  rt XN d 2 
Where:

2 
S 
t
ln     r   
2 
X 
d1 
, d 2  d1   t
 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 Bank oneach 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
(iii)
(iv)
(v)

7.
8.

(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 notconstitute 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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position as
director or executive officer of the Bank.

- 95 -

(ii)

9.

10.

11.
12.

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 thesplitting 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 (or resolved by
the Board of Directors of the Bank or decided by an executive officer delegated in accordance with the provisions ofArticle 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 in accordance 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 behalf 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 will be
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 the provisionsof 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 Bank isrequired 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 becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 Rights 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 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 aresult 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- 96 -

13.

14.
15.

16.
17.
18.

19.

20.

21.

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 exercised aright 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 amount obtained bymultiplying the value of assets to be contributed upon exercise of the rights to subscribe for new shares by the numberof rights to subscribe for new shares subject to exercise shall be transferred in cash to the account designated 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
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 theBank.
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 of theseterms 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 businesshours.
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.

- 97 -

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

3.

4.
5.

6.

7.

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 the numberof 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 date set 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 to those 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, 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 applied from the day following the date of conclusion of the general meeting ofshareholders.
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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position 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 theCompany becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Company (orresolved by the Board of Directors of the Company 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 in accordance with thedelivery 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 andthe Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replaced with
“Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 5 Rights to Subscribe for New Shares (ShareBased 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 behalf 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 will be
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), theCompany may acquire the rights to subscribe for new shares without contribution on a date separately determined by theCompany’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 thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes a wholly
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- 98 -

8.
9.

10.

11.

required 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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 the absorption-type merger takes effect; for a
consolidation-type merger, the date a corporation under consolidation merger is 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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 Rights 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 aresult 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 exercised aright 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.

- 99 -

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 of rights to
subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new shares issued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number of rights
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 number ofshares 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 those 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 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 meeting ofshareholders.
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).
C  Se t N d1   e  rt XN d 2 
Where:

2 
S 
t
ln     r   
2 
X 
d1 
, d 2  d1   t
 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 Bank oneach 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
(iii)
(iv)
(v)

7.
8.

(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 notconstitute 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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position as
director or executive officer of the Bank.

- 100 -

(ii)

9.

10.

11.
12.

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 thesplitting 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 (or resolved by
the Board of Directors of the Bank or decided by an executive officer delegated in accordance with the provisions ofArticle 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 in accordance 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 behalf 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 will be
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 the provisionsof 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 Bank isrequired 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 becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 Rights 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 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 aresult 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- 101 -

13.

14.
15.

16.
17.
18.

19.

20.

21.

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 exercised aright 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 amount obtained bymultiplying the value of assets to be contributed upon exercise of the rights to subscribe for new shares by the numberof rights to subscribe for new shares subject to exercise shall be transferred in cash to the account designated 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
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 theBank.
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 of theseterms 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 businesshours.
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.

- 102 -

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

3.

4.
5.

6.

7.

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 the numberof 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 date set 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 to those 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, 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 applied from the day following the date of conclusion of the general meeting ofshareholders.
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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position 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 theCompany becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Company (orresolved by the Board of Directors of the Company 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 in accordance with thedelivery 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 andthe Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replaced with
“Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 6 Rights to Subscribe for New Shares (ShareBased 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 behalf 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 will be
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), theCompany may acquire the rights to subscribe for new shares without contribution on a date separately determined by theCompany’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 thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes a wholly
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- 103 -

8.
9.

10.

11.

required 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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 the absorption-type merger takes effect; for a
consolidation-type merger, the date a corporation under consolidation merger is 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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 Rights 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 aresult 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 exercised aright 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.

- 104 -

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 of rights to
subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new shares issued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number of rights
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 number ofshares 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 those 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 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 meeting ofshareholders.
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).
C  Se t N d1   e  rt XN d 2 
Where:

2 
S 
t
ln     r   
2 
X 
d1 
, d 2  d1   t
 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 Bank oneach 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
(iii)
(iv)
(v)

7.
8.

(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 notconstitute 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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position as
director or executive officer of the Bank.

- 105 -

(ii)

9.

10.

11.
12.

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 thesplitting 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 (or resolved by
the Board of Directors of the Bank or decided by an executive officer delegated in accordance with the provisions ofArticle 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 in accordance 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 behalf 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 will be
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 the provisionsof 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 Bank isrequired 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 becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 Rights 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 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 aresult 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- 106 -

13.

14.
15.

16.
17.
18.

19.

20.

21.

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 exercised aright 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 amount obtained bymultiplying the value of assets to be contributed upon exercise of the rights to subscribe for new shares by the numberof rights to subscribe for new shares subject to exercise shall be transferred in cash to the account designated 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
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 theBank.
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 of theseterms 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 businesshours.
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.

- 107 -

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

3.

4.
5.

6.

7.

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 the numberof 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 date set 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 to those 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, 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 applied from the day following the date of conclusion of the general meeting ofshareholders.
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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position 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 theCompany becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Company (orresolved by the Board of Directors of the Company 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 in accordance with thedelivery 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 andthe Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replaced with
“Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 7 Rights to Subscribe for New Shares (ShareBased 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 behalf 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 will be
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), theCompany may acquire the rights to subscribe for new shares without contribution on a date separately determined by theCompany’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 thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes a wholly
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- 108 -

8.
9.

10.

11.

required 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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 the absorption-type merger takes effect; for a
consolidation-type merger, the date a corporation under consolidation merger is 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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 Rights 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 aresult 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 exercised aright 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.

- 109 -

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 of rights to
subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new shares issued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number of rights
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 number ofshares 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 those 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 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 meeting ofshareholders.
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).
C  Se t N d1   e  rt XN d 2 
Where:

2 
S 
t
ln     r   
2 
X 
d1 
, d 2  d1   t
 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 Bank oneach 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
(iii)
(iv)
(v)

7.
8.

(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 notconstitute 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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position as
director or executive officer of the Bank.

- 110 -

(ii)

9.

10.

11.
12.

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 thesplitting 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 (or resolved by
the Board of Directors of the Bank or decided by an executive officer delegated in accordance with the provisions ofArticle 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 in accordance 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 behalf 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 will be
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 the provisionsof 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 Bank isrequired 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 becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 Rights 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 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 aresult 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- 111 -

13.

14.
15.

16.
17.
18.

19.

20.

21.

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 exercised aright 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 amount obtained bymultiplying the value of assets to be contributed upon exercise of the rights to subscribe for new shares by the numberof rights to subscribe for new shares subject to exercise shall be transferred in cash to the account designated 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
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 theBank.
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 of theseterms 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 businesshours.
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.

- 112 -

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

3.

4.
5.

6.

7.

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 the numberof 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 date set 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 to those 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, 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 applied from the day following the date of conclusion of the general meeting ofshareholders.
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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position 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 theCompany becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Company (orresolved by the Board of Directors of the Company 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 in accordance with thedelivery 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 andthe Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replaced with
“Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 8 Rights to Subscribe for New Shares (ShareBased 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 behalf 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 will be
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), theCompany may acquire the rights to subscribe for new shares without contribution on a date separately determined by theCompany’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 thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes a wholly
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- 113 -

8.
9.

10.

11.

required 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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 the absorption-type merger takes effect; for a
consolidation-type merger, the date a corporation under consolidation merger is 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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 Rights 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 aresult 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 exercised aright 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.

- 114 -

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 of rights to
subscribe for new shares allocated shall be regarded as the total number of rights to subscribe for new shares issued.
Persons eligible for allocation of rights to subscribe for new shares and the number of such persons, and the number of rights
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 number ofshares 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 those 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 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 meeting ofshareholders.
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).
C  Se t N d1   e  rt XN d 2 
Where:

2 
S 
t
ln     r   
2 
X 
d1 
, d 2  d1   t
 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 Bank oneach 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
(iii)
(iv)
(v)

7.
8.

(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 notconstitute 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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position as
director or executive officer of the Bank.

- 115 -

(ii)

9.

10.

11.
12.

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 thesplitting 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 (or resolved by
the Board of Directors of the Bank or decided by an executive officer delegated in accordance with the provisions ofArticle 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 in accordance 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 behalf 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 will be
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 the provisionsof 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 Bank isrequired 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 becomes awholly 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-typemerger, the date a corporation under consolidation merger is established; for an absorption-type company split, the date theabsorption-type company split takes effect; for an incorporation-type company split, the date a corporation underincorporation-type company split is established; for share exchange, the date the share is exchange takes effect; and for sharetransfer, 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 sharesin the Restructured Company is provided 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 inaccordance 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 Rights 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 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 aresult 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- 116 -

13.

14.
15.

16.
17.
18.

19.

20.

21.

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 exercised aright 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 amount obtained bymultiplying the value of assets to be contributed upon exercise of the rights to subscribe for new shares by the numberof rights to subscribe for new shares subject to exercise shall be transferred in cash to the account designated 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
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 theBank.
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 of theseterms 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 businesshours.
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-(9)-2
Details of the Aichi Financial Group, Inc. Series 19 Rights to Subscribe for New Shares
1.
2.

3.

4.
5.

6.

7.

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 the numberof 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 date set 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 to those 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, 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 applied from the day following the date of conclusion of the general meeting ofshareholders.
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 (or the
next business day if the 10th day falls on a holiday) from the day following the day on which they lose their position 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 theCompany becomes a wholly owned subsidiary is approved by the general meeting of shareholders of the Company (orresolved by the Board of Directors of the Company 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 in accordance with thedelivery 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 andthe Holder of Rights to Subscribe for New Shares. In this case, “The Chukyo Bank, Limited” shall be replaced with
“Aichi Financial Group, Inc.,” and “Agreement on Allocation of Series 9 Rights to Subscribe for New Shares (ShareBased 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 behalf 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 will be
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), theCompany may acquire the rights to subscribe for new shares without contribution on a date separately determined by theCompany’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 thesplitting company.
(iii) Proposal to approve a share exchange agreement or share transfer plan under which the Company becomes a wholly
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- 118 -

8.
9.

10.

11.

required 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 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), absorptiontype company split or incorporation-type company split (in both cases limited only to situations where the Company becomesa 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 the absorption-type merger takes effect; for a
consolidation-type merger, the date a corporation under consolidation merger is 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 share exchange, the date the share is exchange takes effect; and forshare 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 is provided 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 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 Rights 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 aresult 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 exercised aright 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.

- 119 -