The transactions pursuant to the share exchange described in this document involve securities of a Japanese company. The share exchange is subject todisclosure 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 UnitedStates 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 inJapan and some or all of its officers and directors reside outside of the United States. You may not be able to sue a Japanese company or its officers ordirectors 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 share exchange, 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.

Notice of the Extraordinary Meeting of the Shareholders
Time and Date

Venue

10:00 a.m. on Friday, March 24, 2023 (JST)Reception opens at 9:00 a.m.
Large Conference Room on the 2nd Floor,
Head Office of The Nagano Bank, Ltd.
2-9-38 Nagisa, Matsumoto City, Nagano, Japan[Agenda]Proposal 1
Proposal 2
Proposal 3

Approval of the Share Exchange Agreement
Partial Amendment to the Articles of Incorporation
Partial Revision of the Compensation Limits for
Performance-linked Stock Compensation Plan for
Directors due to the Stock Exchange❬Dear Shareholder❭
For prevention of the spread of COVID-19 and putting the health andsafety of our shareholders first, we encourage you to exercise yourvoting rights for the Extraordinary Meeting of the Shareholders inwriting (via mail) or through the internet in advance, and refrain fromvisiting the meeting venue in person on the day of the meeting.
We stopped distributing gifts to shareholders at General Meetings of the
Shareholders two years ago. We would appreciate your understanding.

THE NAGANO BANK, LTD.
Securities Code: 8521

Securities code 8521
March 2, 2023

Dear Shareholder

2-9-38 Nagisa, Matsumoto City, Nagano, Japan
THE NAGANO BANK, LTD.
President Hitoshi Nishizawa

Notice of the Extraordinary Meeting of the Shareholders
I would like to take this opportunity to thank you, our shareholder, for your support of The Nagano Bank, Ltd.
The Extraordinary Meeting of the Shareholders of The Nagano Bank, Ltd. (“Nagano Bank”) will be held as described
below.
For convocation of the Extraordinary Meeting of the Shareholders, the information which is the details including thereference documents for the General Meeting of the Shareholders (the matters subject to be provided electronically, hereinafter,
the “Electronic Provision Measures Matters”) is provided electronically and posted as part of “Notice of the Extraordinary
Meeting of the Shareholders” on the Nagano Bank’s website. Please access our website and confirm the information.
Nagano Bank’s website https://www.naganobank.co.jp/site/kabu/sokai.html

The Electronic Provision Measures Matters are posted to the website of the Tokyo Stock Exchange (“TSE”) in addition to
the above website. Please access the TSE’s website below (Tokyo Stock Exchange Listed Company Search), search byentering the company name or securities code, select “Basic Information,” and then choose “Documents for public
inspection/PR Information” to view the information.
TSE’s website (Tokyo Stock Exchange Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
If you are unable to attend the Extraordinary Meeting of the Shareholders on the meeting day, you may exercise your voting
rights through either one of the following means. Please read and consider the reference documents for the general meeting ofshareholders in the following pages, and exercise your voting rights by 5:00 p.m., Thursday, March 23, 2023.
[Exercising voting rights via the internet]
Please read the instructions on exercising voting rights on pages 3 and 4, access our designated voting site(https://soukai.mizuho-tb.co.jp/) on your smartphone or personal computer, and enter your approval or disapproval for each of
the proposals, as prompted on the screen by the voting deadline indicated above.
[Exercising voting rights via mail]Please indicate your approval or disapproval for each of the proposals on the enclosed voting form and return it to us by thevoting deadline indicated above.

-1-

1
2

Time and Date 10:00 a.m. on Friday, March 24, 2023 (JST) (Reception opens at 9:00 a.m.)
Venue
Large Conference Room on the 2nd Floor, Head Office of The Nagano Bank, Ltd.
2-9-38 Nagisa, Matsumoto City, Nagano, Japan
3 Agenda for the Meeting
Matters to be resolved
Proposal 1
Proposal 2
Proposal 3
4

Approval of the Share Exchange Agreement
Partial Amendment to the Articles of Incorporation
Partial Revision of the Compensation Limits for Performance-linked Stock Compensation Plan for
Directors due to the Stock Exchange
Instructions on Exercising Voting Rights(1) When exercising your voting rights in writing (via mail), if neither approval nor disapproval for a proposal(s) is indicated on
the voting form returned to us; it will be deemed as approval for the proposal(s).
(2) When exercising your voting rights by proxy, you may attend the general meeting of shareholders by appointing one othershareholder who has voting rights in Nagano Bank as your proxy. However, please be advised that a document proving their
proxy right must be submitted.

5. Measures for Electronic Provision

To shareholders who have made a request for delivery of materials in paper-based format (“Request for Delivery ofDocument”), Nagano Bank will send written documents on which the matters subject to be provided electronically(“Electronic Provision Measures Matters”) are written along with this notice. However, the documents do not include thefollowing matters regarding the Hachijuni Bank Ltd., pursuant to laws and regulations, and the provisions of Article 17 of th eexisting Articles of Incorporation of Nagano Bank.
(i) Articles of Incorporation;(ii) “Particulars related to share options,” “Basic policy concerning the requirements for the person controlling the decision of
the financial and business policies,” “Systems for ensuring proper business activities,” “Matters regarding specified
wholly-owned subsidiary company,” “Transaction between the company and its parent company, etc.,” and “Other”
included in the business report;(iii) “Statement of changes in shareholders ’ equity, etc.” and “Table of explanatory notes” included in the financial statements;
and(iv) “Consolidated statement of change in shareholders' equity, etc.” and “Tables of explanatory notes on consolidated
financial statements,” included in the consolidated financial statement• If you are attending the General Meeting of the Shareholders in person, please hand in the enclosed voting form to thereception. Also, please make sure to bring this notice of the EGM with you to the meeting venue for resources conservation .
• Should there be any corrections to the Electronic Provision Measures Matters, that effect and the Electronic Provision
Measures Matters before and after the corrections will be posted to the websites of Nagano Bank and the Tokyo Stock
Exchange (“TSE”).
< Reminders regarding the novel coronavirus [COVID-19]>
For prevention of the spread of COVID-19, we encourage you to exercise your voting rights for the EGM in writing (via mail)or through the internet in advance, and also consider refraining from visiting the meeting venue in person on the day of themeeting.
For shareholders considering attending the meeting in person, please make sure to check the status of the spread of COVID 19 as of the day of the meeting as well as your health condition, and take precautions such as wearing a mask to prevent infection
to come to the meeting venue.
<Reminder: No gifts to shareholders will be given at the meeting venue >We stopped distributing gifts to shareholders who have come to General Meetings of the Shareholders two years ago. We
would appreciate your understanding.

-2-Instructions on Exercising Voting Rights
Voting rights in the General Meeting of the Shareholders is an important right of yours as a shareholder.
We kindly ask that you review the reference documents for the General Meeting of the Shareholders in thefollowing pages and exercise your voting rights.
You have three ways to exercise your voting rights as described below.

Attending the General
Meeting of the
Shareholders in person

Voting by a written
document (postal mail)Voting via the internet

Please hand in the enclosed voting form
to the receptionist at the meeting venue.

Please indicate your approval ordisapproval for the proposals on theenclosed voting form and return it to us.

Please enter your approval ordisapproval for the proposals inaccordance with the instructions on thefollowing pages.

Meeting time and dateVoting deadline

Voting deadline

Friday,March 24, 2023

Thursday,At 10:00 a.m. (Reception opens at
9:00 a.m.)

March 23, 2023

Thursday,Return by no later than 5:00 p.m.

March 23, 2023

Enter by no later than 5:00 p.m.

How to fill out the voting form
Please indicate your approval or disapproval foreach of the proposals here.
Proposals 1, 2, 3

To approve
To disapproveIndicate a circle “O” inthe “Approve” section.
Indicate a circle “O” inthe “Disapprove”

section.

* Voting form is a sample for illustration purposes only.
If you cast your votes by mail as well as through the internet, the votes through the internet will be treated as effective. If you cast your votes through the internet
more than once, your last vote casted for each of the proposals will be treated as effective.

-3-

Instructions on Exercising Voting Rights via the Internet
Please use “Smart Voting®” if voting on your smartphone.
How to scan the QR code
12

Please scan the QR code indicated in the bottom right of the voting form.

Enter your approval or disapproval foreach of the proposals as prompted by the
instructions on the subsequent screens.

You can cast your votes only once
through “Smart Voting.”
If you would like to change your votes, please
access the voting website for personal computerand follow the step 2 below to cast your votes
again.
* If you scan the QR code again, you will be
redirected to the voting site for personal
computer.
* “QR code” is a registered trademark of DENSOWAVE Incorporated.

You can login to the voting website without entering a voting
code and a password.

How to enter the voting code and password
Voting website: https://soukai.mizuho-tb.co.jp/
1

Access the voting website.

Click “Proceed to next.”

2

Enter the “Voting code” written on thevoting form.

Enter the “Voting code”
and click “Next.”

3Enter the “Password” written on thevoting form.

Enter the “Password.”
Enter a new password(on first login only).
Click “Register.”

4 Please enter your approval or disapproval as prompted* The screenshots are sample for illustration purposes only.

by the instructions on the screen after the step 3.

If you are not clear about how to operate your personal Internet Helpdesk, Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd.
computer, smartphone, or mobile phone for the internet
voting, please contact the number on the right.
(Hours of operation: From 9:00 a.m. to 9:00 p.m. excluding year-end and new-year holidays)

0120-768-524-4-

Reference Documents for the General Meeting of the Shareholders
Proposals and Reference Matters

Proposal 1 Approval of the Share Exchange Agreement
The Bank and The Hachijuni Bank, Ltd. (hereinafter, “Hachijuni Bank”; Hachijuni Bank and Nagano Bank arecollectively referred to as the “Banks”), in accordance with the Basic Agreement executed on September 28, 2022,
resolved to execute a business integration (hereinafter, the “Business Integration”) through a share exchange (hereinafter,
the “Share Exchange”) which effective date is June 1, 2023, subject to obtaining approval by the General Meeting of theshareholders of Nagano Bank and the necessary permits and approvals by relevant authorities. The resolution was made at
the respective meetings of the Board of Directors of the Banks held on January 20, 2023. The Banks have executed ashare exchange agreement (hereinafter, the “Share Exchange Agreement”) stated below “2. Details of the Share Exchange
Agreement” between the Banks as of January 20, 2023.
We, therefore, request shareholder approval for the Share Exchange Agreement.
The Share Exchange will be executed through the procedures of a simplified share exchange at Hachijuni Bank, in
accordance with the provisions of Article 796, Paragraph 2 of the Companies Act, without approval by its General
Meeting of the Shareholders. At Nagano Bank, the Share Exchange will be executed upon obtaining shareholder approval
for the Share Exchange Agreement at the Extraordinary Meeting of the Shareholders.
If the Share Exchange is approved, Nagano Bank will become a wholly-owned subsidiary of Hachijuni Bank as of theeffective date (June 1, 2023 (planned)). Consequently, prior to the effective date (June 1, 2023 (planned)), the common
stocks of Nagano Bank are to be delisted by May 30, 2023 (the last trading date will be May 29, 2023), in accordancewith the Delisting Criteria of the Tokyo Stock Exchange (hereinafter, the “TSE”).
The reasons for the Share Exchange and the details of the Share Exchange Agreement are as follows.
1. Reasons for the Share Exchange(1) Background of the Business Integration
The Banks are regional banks with head offices located in Nagano Prefecture, each engaged in financial
intermediation function and developed with the regional community by maintaining a stable financial system andproviding a broad range of financial services.
Nagano Prefecture, where the Banks mainly operate the business, is surrounded by a majestic naturalenvironment created by three-thousander mountain ranges and clear rivers. Its economy is driven by
manufacturers, including precision machinery, suited to abundant water resources and clean air. Moreover, it hasvarious additional appeals that draw global attention, such as the rich tourist resources, regional culture thatdeveloped through a long history, and Japan’s No.1 prefecture in terms of longevity.
As the financial and economic environment surrounding the Banks is expected to become increasingly difficult
due to the contraction of interest rate spread between deposits and loans caused by the prolonged low-interest rateenvironment, the Banks are expected to provide detailed functions and services, expand to new business fields;
develop technologies including for during and after the COVID-19 pandemic and for digitalization; and to respondto the transformation of social structures such as decarbonization. The Banks believe that their role in the regional
community will become increasingly important.

-5-

Under this business environment, the Banks concluded that the best option for contributing to the developmentof stakeholders of the Banks is to join forces under the shared mission of regional development to build a soundmanagement foundation; reinforce the financial intermediation function; and establish a sustainable businessmodel that matches the change in customers’ needs and transformation of social structure, as stated in the press
release “Notice Regarding Basic Agreement on Business Integration between The Hachijuni Bank, Ltd. and The
Nagano Bank, Ltd.” dated September 28, 2022. Consequently, the Banks have resolved to promote discussions
and analysis toward the Business Integration on June 1, 2023, based on mutual trust and equal footing, and havereached the final agreement on January 20, 2023.
In addition, the Banks will promote discussion and review towards early merger after the effective date of the
Share Exchange to maximize the effect of the integration.
(2) Basic Principle and Purpose of the Business Integration
The Banks will promote the Business Integration under the assumption of equal footing, realize quick
integration, and transform into a bank that can grow with the region by combining the expertise, relationship, andhuman assets of the Banks, and provide better value to the customers, region, shareholders, employees, etc.
(3) Expected Synergies from the Business Integration
The Banks will consider specific measures considering the following synergy effects for early achievement of
the purpose of the Business Integration:(i) Utilization of human capital and transformation of the corporate culture
The Banks will transform their corporate culture to enable a better response to the change of times, withmaximum use of human capital that will be the driving force for the growth and development of the Banks,
promote mutual resource exchange, and optimal resource allocation to the areas of the business to be strengthened.
(ii) Enhancement of financial intermediation functions and financial services
By combining the Banks’ expertise, information, and networks and utilizing the corporate group functions, theBanks will promote the development and growth of the regional industries by strengthening relationship-basedbanking, core business support, and actively providing risk money. In addition, the Banks will improve theconvenience of settlement transactions, asset formation, and use of loans; and provide services corresponding totheir customers’ needs by expanding digital channels and services.
(iii) Enhancing expansion of business fields
The Banks will contribute to the further development of regional industries and improve residents’ quality oflife by concentrating the Banks’ human assets, information, and expertise to expand the new business fields that
resolve regional issues.
(iv) Strengthening the business foundation
The Banks will build a sound business foundation that will enable continued contribution to the regional
community by providing stable functions and services, improving business efficiency through consolidation andabolition of redundant branches, etc. streamlining and integrating headquarter organizations, and with sharedsystems and administration, etc.

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2. Details of the Share Exchange Agreement
The details of the Share Exchange Agreement are as described in the “Share Exchange Agreement (Copy)” asfollows.
Share Exchange Agreement (Copy)
The Hachijuni Bank, Ltd. (hereinafter, “Hachijuni Bank”) and The Nagano Bank, Ltd. (hereinafter, “Nagano Bank”) haveentered into this Share Exchange Agreement (hereinafter, the “Agreement”), as follows.
Article 1 Share Exchange Method
Hachijuni Bank and Nagano Bank shall execute the share exchange (hereinafter, the “Share Exchange”), which will makeHachijuni Bank a wholly-owning parent company and Nagano Bank a wholly-owned subsidiary as of the effective date(hereinafter, the “Effective Date”) set forth in Article 5 of the Agreement.
Article 2 Trade Names and Addresses of Hachijuni Bank and Nagano Bank
The trade names and addresses of Hachijuni Bank and Nagano Bank are as follows.
(1) Wholly-owning parent company after the Share Exchange (Hachijuni Bank)
Trade name: The Hachijuni Bank, Ltd.
Address: 178-8 Ooaza Nakagosho, Aza Okada, Nagano-City, Nagano, Japan(2) Wholly-owned subsidiary after the Share Exchange (Nagano Bank)
Trade name: The Nagano Bank, Ltd.
Address 2-9-38 Nagisa, Matsumoto City, Nagano, Japan
Article 3 Delivery of Consideration upon the Share Exchange and the Allotment
1. In conjunction with the Share Exchange, Hachijuni Bank shall issue to the shareholders of Nagano Bank, as monies, etc.
in lieu of the shares of Nagano Bank, the number of common stock of Hachijuni Bank which is obtained by multiplying
by 2.54 the total number of the common stock of Nagano Bank held by the shareholders (excluding Hachijuni Bank)
who are listed or recorded in the final shareholder register of Nagano Bank as of the day before the Effective Date.
2. For the allotment of the consideration in the preceding paragraph, the number of common stock of Hachijuni Bank, which
is obtained by multiplying the total number of the common stock of Nagano Bank held by the shareholders (excluding
Hachijuni Bank) who are listed or recorded in the final shareholder register of Nagano Bank as of the day before theEffective Date by 2.54 shall be allotted to each of the said shareholders.
Article 4 Capital and Reserves of Hachijuni Bank
The amount of capital and reserves of Hachijuni Bank to be increased through the Share Exchange shall be as follows.
Provided, however, that Hachijuni Bank and Nagano Bank may change the following, taking into consideration changes incircumstances until the Effective Date, by agreement after consultation between Hachijuni Bank and Nagano Bank.
(1) Share capital¥0(2) Capital reserve
The amount separately determined by Hachijuni Bank in accordance with the Regulation on
Corporate Accounting(3) Retained earnings reserve ¥0-7-Article 5 Effective Date
The Effective Date shall be June 1, 2023. Provided, however, that this can be changed by agreement after consultation
between Hachijuni Bank and Nagano Bank when necessitated by procedures for the Share Exchange or other reasons.
Article 6 Cancellation of Treasury Share
Nagano Bank shall cancel all of its treasury shares (including the stock acquired by Nagano Bank in response to the right torequest the purchase of shares exercised by Nagano Bank’s shareholders in relation to the Share Exchange, pursuant to
Article 785 of the Companies Act) that it holds immediately prior to the time (hereinafter, the “Record Time”) when
Hachijuni Bank acquires all of the issued and outstanding shares of Nagano Bank (excluding the common stock of Nagano
Bank held by Hachijuni Bank). The cancellation shall take place at the Record Time, by resolutions of Nagano Bank’s Boardof Directors meeting held by no later than the day prior to the Effective Date.
Article 7 Maximum Amount of Dividend Payment from Surplus
1. After the conclusion of the Share Exchange Agreement, Hachijuni Bank shall not make any dividend payment fromsurplus based on the Record Dates that are prior to the Effective Date, except for the dividend payment from surplus toits shareholders as of March 31, 2023, which is up to consolidated dividend payout ratio per share of 40% (the amountobtained by deducting Hachijuni Bank’s mid-term dividend for the fiscal year ending March 31, 2023 of ¥10 from theamount obtained by multiplying Hachijuni Bank’s consolidated profit per share for the full year of the fiscal year ending
March 31, 2023 by 40% (round up after the decimal point)).
2. After the conclusion of the Agreement, Nagano Bank shall not make any dividend payment from surplus based on the
Record Dates that are prior to the Effective Date, except for the dividend payment from surplus to its shareholders as ofMarch 31, 2023, which is up to the amount of ¥25 per share. At the Annual General Meeting of the Shareholders ofNagano Bank to be held on June 2023, Hachijuni Bank shall exercise its voting rights that is required for Nagano Bank
to pay dividends from surplus to its shareholders as of March 31, 2023.
Article 8 Management of Company Assets with the Due Care of a Good Manager, etc.
1. During the period after the conclusion of the Agreement until the Effective Date, Hachijuni Bank and Nagano Bank shallindividually execute their operations, manage and administer their assets with the due care of good managers; and cause
their subsidiaries to execute their operations, and manage and administer their assets with the due care of good managers.
2. During the period after the conclusion of the Agreement until the Effective Date, Hachijuni Bank and Nagano Bank shallnot conduct any act that may cause material impact to the status of their respective consolidated assets and future profit
and loss, nor shall cause their subsidiaries to conduct such act, unless otherwise separately agreed between Hachijuni
Bank and Nagano Bank.
Article 9 Amendment and Cancellation of the Agreement
During the period after the conclusion of the Agreement until the Effective Date, Hachijuni Bank and Nagano Bank may
amend the terms and conditions of the Agreement or cancel the Agreement upon agreement after consultation between
Hachijuni Bank and Nagano Bank; (i) in the event of material changes in the assets or business circumstances of Hachijuni
Bank or Nagano Bank by reasons including Acts of God; or (ii) in the event that Hachijuni Bank or Nagano Bank identifies
circumstances constituting material impediments to the execution of the Share Exchange or occurrence of events making theexecution extremely difficult.

-8-Article 10 Approval and Effect of the Agreement
1. Nagano Bank shall hold its Extraordinary Meeting of the Shareholders on March 24, 2023 and obtain approval for the
Agreement. Provided, however, that this can be changed by agreement after consultation between Hachijuni Bank andNagano Bank when necessitated by procedures for the Share Exchange or other reasons.
2. The Agreement shall lose its effect if the Agreement is not approved at Nagano Bank’s General Meeting of the
Shareholders, or not permitted or approved by relevant government authorities set forth by laws and regulations by thedate prior to the Effective Date.
Article 11 Matters not Stipulated in the Agreement
Any matters not stipulated in the Agreement and any other matters necessary for the Share Exchange shall be determined
upon negotiation and agreement between Hachijuni Bank and Nagano Bank.
IN WITNESS of the conclusion of the Agreement, the Agreement has been prepared in duplicate, signed and sealed by
Hachijuni Bank and Nagano Bank, who each retain one.
January 20, 2023
The Hachijuni Bank, Ltd.

Masaki Matsushita, President
178-8 Ooaza Nakagosho, Aza Okada, Nagano-City, Nagano, JapanThe Nagano Bank, Ltd.

Hitoshi Nishizawa, President
2-9-38 Nagisa, Matsumoto-City, Nagano, Japan (Seal)-9-(Seal)

3. Matters related to the Appropriateness of the Consideration for the Exchange(1) Matters Related to the Appropriateness of the Total Number and the Allotment of Consideration for the Exchange(i) Details of the allotment in the Share Exchange

Share Exchange Ratio
Number of shares to be issued for the Share
Exchange

The Hachijuni Bank, Ltd.
(Wholly-owning parent company after the shareexchange)

The Nagano Bank, Ltd.
(Wholly-owned subsidiary after the shareexchange)1

2.54

Common stock of Hachijuni Bank: 22,664,539 shares (planned)(Note 1) The ratio of allotment of shares
For each share of common stock of Nagano Bank, 2.54 shares of common stock of Hachijuni Bank will be allotted.
However, no shares will be allotted through the Share Exchange for the 152,000 shares of common stock of Nagano Bank
held by Hachijuni Bank (as of December 31, 2022).
(Note 2) Number of new shares to be issued by Hachijuni Bank in the Share Exchange (Planned)
Common stock of Hachijuni Bank: 22,664,539 shares (planned)
The number of common stocks stated above was calculated based on 9,259,356 shares considering the number ofissued and outstanding common stocks of Nagano Bank (9,258,856 shares) as of December 31, 2022 and the 500 sharesof common stock under the assumption that all of the stock acquisition rights issued by Nagano Bank (a total of fiverights) are to be exercised within 30 days from the day after such date of approval in accordance with the provisions of
the issuing guidelines, etc., and converted to 500 shares of common stock of Nagano Bank, subject to the approval of the
Share Exchange Agreement by the Extraordinary Meeting of Shareholders of Nagano Bank to be held on March 24, 2023.
Provided, however, that Nagano Bank plans to cancel all of its treasury shares no later than the time immediately before
the Share Exchange takes effect (hereinafter, the “Record Time”). Accordingly, the treasury shares of Nagano Bank as ofDecember 31, 2022 (184,309 shares) have been excluded from the above calculation of issuance of new shares ofHachijuni Bank. Also, the 152,000 shares of common stock of Nagano Bank held by Hachijuni Bank as of December 31,
2022 have been excluded from the above calculation of issuance of new shares of Hachijuni Bank.
The number of new shares to be allotted by Hachijuni Bank may change in case the number of treasury stocks ofNagano Bank as of December 31, 2022 changes by the Record Time, including due to the exercise of the right to request
the purchase of shares by the shareholders of Nagano Bank.
(Note 3) Handling of shares constituting less than one unit
When the Business Integration is consummated, shareholders of Nagano Bank who receive shares constituting lessthan one unit (100 shares) of the common stock of Hachijuni Bank (hereinafter, the “Shares Constituting Less Than One
Unit”) in the Share Exchange may not sell Shares Constituting Less Than One Unit on the Tokyo Stock Exchange Inc.
or any other financial instruments exchange. Shareholders who will own such Shares Constituting Less Than One Unit
may request Hachijuni Bank to purchase the Shares Constituting Less Than One Unit pursuant to the provisions of Article
192, Paragraph 1 of the Companies Act. In addition, such shareholders may request Hachijuni Bank to sell the numberof shares needed to constitute one unit together with the Shares Constituting Less Than One Unit held by such ashareholder pursuant to the provisions of Article 194, Paragraph 1 of the Companies Act and the Articles of Incorporationof Hachijuni Bank, unless Hachijuni Bank does not have the number of treasury stock referred to in the request of sale.
(Note 4) Processing of fractional shares constituting less than one stock
In case fractional shares are included in the number of the common stock of Hachijuni Bank to be allotted in the Share- 10 -

Exchange, Hachijuni Bank shall deliver monies in the amount corresponding to such factional share to the shareholders
of Nagano Bank who will receive such fractional shares, pursuant to the provisions of Article 234 of the Companies Act
and other relevant laws and regulations.
(ii) Basis for the details of allotment in the Share Exchange
I. Basis and reason for the allotment
As stated in the above “1. (1) Background of the Business Integration,” the Banks reached a basic agreementon promoting discussions and analysis towards the Business Integration on September 28, 2022, and engaged
in discussions and review by the establishment of the Business Integration Committee to implement theBusiness Integration with June 1, 2023 (planned) as the Effective Date of the Share Exchange.
As stated in below “III. Measures to ensure fairness,” to secure the fairness of the compensation for the Share
Exchange and fairness of the Business Integration otherwise, Hachijuni Bank has selected Nomura Securities
Co., Ltd. (hereinafter, “Nomura Securities”) as its third-party valuation institution, and Iwata Godo Attorneys
and Counsellors at Law as the legal advisor and commenced review of the Business Integration. As a result ofcareful discussion and review referencing the share exchange ratio calculation report dated January 19, 2023,
received from the third party valuation institution Nomura Securities, and the legal advice by the legal advisor
Iwata Godo Attorneys and Counsellors at Law, Hachijuni Bank determined that implementing the Business
Integration based on the Share Exchange Ratio stated in above “(i) Details of the allotment in the Share
Exchange” is appropriate.
On the other hand, as stated in below “III. Measures to ensure fairness,” to secure the fairness of thecompensation for the Share Exchange and fairness of the Business Integration otherwise, Nagano Bank has
selected Daiwa Securities Co. Ltd. (hereinafter, “Daiwa Securities”) as its third-party valuation institution, andNagashima Ohno & Tsunematsu as its legal advisor and commenced review of the Business Integration. As aresult of careful discussion and review referencing the share exchange ratio calculation report dated January
19, 2023, received from the third party valuation institution Daiwa Securities, and the legal advice by the legal
advisor Nagashima Ohno & Tsunematsu, Nagano Bank determined that implementing the Business Integration
based on the Share Exchange Ratio stated in above “(i) Details of the allotment in the Share Exchange” isappropriate.
The Banks have comprehensively considered factors including the market price of the shares, financial
status, and future outlook based on the result of mutual due diligence referencing the results of calculation andanalysis by the third-party valuation institutions and advice by the legal advisors, and engaged in a series ofcareful negotiation and discussion on the Share Exchange Ratio between the Banks. Consequently, the Banks
have ultimately reached a decision that the Share Exchange Ratio stated in the above “(i) Details of theallotment in the Share Exchange” is appropriate, and agreed on the Share Exchange Ratio in the Share Exchangewith a resolution by the respective Board of Directors of the Banks held on January 20, 2023.
II. Matters concerning the calculation(a) The names of valuation institutions and their relations with the Banks
Nomura Securities and Daiwa Securities, who are the financial advisor (third-party valuation institutions)of Hachijuni Bank and Nagano Bank, respectively, are third-party valuation institutions independent fromthe Banks, who do not fall under related parties and do not have a material conflict of interest that must be
stated concerning the Business Integration.

- 11 -

(b) Overview of the calculation
To ensure fairness of the calculation of the Share Exchange Ratio to be used for the Share Exchange,
Hachijuni Bank selected Nomura Securities, and Nagano Bank selected Daiwa Securities as the respective
third-party valuation institutions and separately requested the calculation and analysis of the Share
Exchange Ratio.
Considering that the common stock of Hachijuni Bank is listed on the Tokyo Stock Exchange’s Prime
Market and the market price is available, Nomura Securities calculated the value of the common stock ofHachijuni Bank using the average Market Share Price Analysis.
Nomura Securities calculated the value of the common stock of Nagano Bank by applying: (a) the
average Market Share Price Analysis considering that the common stock of Nagano Bank is listed on theTokyo Stock Exchange’s Standard Market and the market price is available; (b) the Comparable
Companies Analysis considering that Nagano Bank has multiple comparable listed companies to enableestimation of the value of its stock; and (c) the dividend discount model method (hereinafter, the “DDM
Analysis”) which analyzes the value of the stock by discounting the profit attributable to shareholders after
retained earnings, etc., necessary for maintaining the particular capital structure to the present value using
the cost of capital which is widely utilized for valuation of financial institutions, to reflect the status of the
future business activities to the valuation. Ranges for the Share Exchange Ratio calculated with the valueof one common stock of Hachijuni Bank as “1” are as stated below:
Calculation method

Range of Share Exchange Ratio

1Market Share Price Analysis (Reference Date 1)

2.48 – 2.75

2Market Share Price Analysis (Reference Date 2)

2.45 – 2.54

3Comparable Companies Analysis

2.04 – 2.65

4

DDM Analysis

2.14 – 3.10

For the average Market Share Price Analysis, the business day before September 28, 2022 on which theexecution of the Basic Agreement was announced, is set as the reference date for the calculation (hereinafter,“Reference Date 1” in this press release), and the closing price on Reference Date 1 and simple average ofthe closing price on trading days for the period of five business days, one month, three months, and six
months before Reference Date 1 have been applied. In addition, January 19, 2023, is also set as the reference
date for the calculation (hereinafter, “Reference Date 2” in this press release), and the closing price on
Reference Date 2 and simple average of the closing price on trading days for the period of five business days,
one month, three months, and six months before Reference Date 2 have been applied.
Nomura Securities calculated the Share Exchange Ratio using the information provided by the Banks andpublicly available information under the assumption that such materials and information are all accurate andcomplete and have not independently reviewed the accuracy or completeness of such information. In
addition, independent assessment, appraisal, or valuation have not been performed on the assets andliabilities (including contingent liabilities) of the Banks and their associated companies (referring to“Associated Companies” as defined in Article 8, Paragraph 8 of the Regulation on Terminology, Forms, andPreparation Methods of Financial Statements; hereinafter the same), including analysis and assessment of
independent assets and liabilities, and no requests have been made to third party agencies for appraisal or- 12 -

evaluation. Nomura Securities’ Share Exchange Ratio calculation reflects information and economic
conditions up to January 19, 2023. The financial forecasts by Nagano Bank (including profit plans and otherinformation) are based on Nagano Bank's future forecasts for the fiscal year ending March 31, 2023 andthereafter, which incorporates various factors such as the business plan provided by Nagano Bank andconfirmed by Hachijuni Bank, interviews with Nagano Bank and publicly available information. The sole
purpose of Nomura Securities’ calculation is to be used as reference by the Board of Directors of Hachijuni
Bank to discuss the Share Exchange Ratio.
There are no fiscal years with a significant increase or decrease in profits in the future financial forecastsof Nagano Bank for the period that Nomura Securities based its DDM Analysis valuation.
Daiwa Securities calculated the Share Exchange Ratio for the Banks by applying: (a) the Market Share
Price Analysis considering that the common stocks of Hachijuni Bank and Nagano Bank are listed on theTokyo Stock Exchange’s Prime Market and Standard Market, respectively, and the market price of the stocks
are available; (b) the Comparable Companies Analysis considering that the Banks have multiple comparable
listed companies to enable estimation of the value of stocks; and (c) the DDM Analysis to reflect the statusof the future business activities to the valuation.
The results of the Share Exchange Ratio calculation using the above-stated valuation methods with thevalue of one common stock of Hachijuni Bank as “1” are as stated below:
Calculation method

Range of Share Exchange Ratio

1Market Share Price Analysis

2.45 – 2.54

2Comparable Companies Analysis

1.68 - 2.51

3

DDM Analysis

2.41 - 3.23

For the Market Share Price Analysis, the date of the share exchange ratio calculation report, January 19,
2023, (Reference Date 2) was used as the reference date for the calculation, and the ratio was calculatedusing the closing price of the shares on Reference Date 2, and the average closing prices for the periods ofone, three, and six months to Reference Date 2.
Daiwa Securities calculated the Share Exchange Ratio using the materials and information provided by
the Banks and publicly available information as is in principle, assuming that all materials and information
used for the analysis and review were accurate and complete. Daiwa Securities have not independently
reviewed the accuracy or completeness of such materials and information, and it is not obligated to do so. In
addition, Daiwa Securities have not performed an independent assessment, appraisal, or valuation on any
assets and liabilities, including analysis and evaluation of individual assets and liabilities (including but notlimited to financial derivatives, off-balance sheet assets and liabilities, and other contingent liabilities) of the
Banks and their associated companies, including analysis and assessment of independent assets andliabilities, and no requests have been made to third party agencies for assessment, appraisal or evaluation.
Daiwa Securities have assumed that the business plans, financial forecasts, and other information concerning
the future were prepared based on the best forecast and judgment at such time by the respective managementof the Banks and in accordance with reasonable and appropriate procedures. With the consent of Nagano
Bank, Daiwa Securities have relied on the business plans, financial forecasts, and other information
concerning the future of Nagano Bank and Hachijuni Bank without independent review of the accuracy,- 13 -

appropriateness, or feasibility of such information. Calculation of the Share Exchange Ratio by Daiwa
Securities is based on the financial, economic, and other situations as of January 19, 2023. A significant
increase or decrease in profits is not expected in the future business plans by the Banks underlying the DDM
Analysis calculation by Daiwa Securities.
III. Measures to ensure fairness
Hachijuni Bank has implemented the following measures to ensure fairness of the Business Integration:(a) Obtaining a share exchange ratio calculation report by an independent third-party valuation institution
To ensure fairness of the Business Integration, Hachijuni Bank has selected Nomura Securities as its thirdparty valuation institution as stated in above “I. Basis and reason for the allotment,” and obtained a shareexchange ratio calculation report to use as the basis of agreement on the Share Exchange Ratio to be applied to
the Share Exchange. Hachijuni Bank has engaged in negotiation and discussion with Nagano Bank referencing
the analysis and opinions of Nomura Securities as its third-party valuation institution, and at its Board of
Directors’ meeting held on January 20, 2023, resolved to implement the Share Exchange with the Share
Exchange Ratio stated in above “(1) (i) Details of the allotment in the Share Exchange.”
Hachijuni Bank has not obtained an opinion (fairness opinion) from Nomura Securities on theappropriateness of the Share Exchange Ratio from a financial point of view.
(b) Advice from an independent law firm
Hachijuni Bank has obtained legal advice from Iwata Godo Attorneys and Counselors at Law, a legal advisor
independent from the Banks, on the decision-making methods, processes, and other procedures of Hachijuni
Bank concerning the Business Integration to ensure fairness and appropriateness of the decision-making of theBoard of Directors.
On the other hand, Nagano Bank has implemented the following measures to ensure fairness of the Business
Integration:(a) Obtaining a share exchange ratio calculation report by an independent third-party valuation institution
To ensure fairness of the Business Integration, Nagano Bank has selected Daiwa Securities as its third-party
valuation institution as stated in above “(1) (ii) I. Basis and reason for the allotment,” and obtained a shareexchange ratio calculation report to use as the basis of agreement on the Share Exchange Ratio to be applied to
the Share Exchange. Furthermore, Nagano Bank has engaged in negotiation and discussion with Hachijuni
Bank referencing the analysis and opinions of Daiwa Securities as its third-party valuation institution, and at
its Board of Directors’ meeting held on January 20, 2023, resolved to implement the Share Exchange with the
Share Exchange Ratio stated in above “(1) (i) Details of the allotment in the Share Exchange.”
Nagano Bank has not obtained an opinion (fairness opinion) from Daiwa Securities on the appropriatenessof the Share Exchange Ratio from a financial point of view.
(b) Advice from an independent law firm
Nagano Bank has obtained legal advice on its decision-making methods, processes, and other procedures ofNagano Bank concerning Business Integration from Nagashima Ohno & Tsunematsu, a legal advisor
independent from the Banks, to ensure fairness and appropriateness of the decision-making of the Board of
Directors.
IV. Measures to avoid conflicts of interest- 14 -

Special measures have not been implemented as no specific conflicts of interest will arise from the Share
Exchange between Hachijuni Bank and Nagano Bank.
(2) Reason Why the Common Stock of Hachijuni Bank was Selected as Consideration for the Exchange
Nagano Bank deemed the common stock of Hachijuni Bank appropriate as the consideration for the Share
Exchange, given that (i) trading opportunities for the common stock of Hachijuni Bank which will be allotted toshareholders of Nagano Bank are secured because the common stock of Hachijuni Bank will remain listed on theTokyo Stock Exchange’s Prime Market and its liquidity and cashability will be kept intact, even after delisting of
the common stock of Nagano Bank; and (ii) shareholders of Nagano Bank who will hold the common stock ofHachijuni Bank will be able to benefit from the effects of the integration brought by Nagano Bank becoming awholly-owned subsidiary of Hachijuni Bank.
(3) Matters Related to the Appropriateness of the Amount of Capital and Reserves of Hachijuni Bank
The amount of capital and reserves of Hachijuni Bank to be increased through the Share Exchange shall be as
follows:(i) Amount of share capital to be increased:¥0(ii) Amount of capital reserve to be increased:
The amount separately determined by Hachijuni Bank inaccordance with the Regulation on Corporate Accounting(iii) Amount of retained earnings reserve to be increased: ¥0
The amount of share capital and reserves were determined within the scope provided for in the Regulations on
Company Accounting, after comprehensively studying and accounting for the size of Hachijuni Bank and othercircumstances, and therefore considered appropriate.
4. Matters of Reference regarding the Consideration for the Exchange(1) Provisions of the Articles of Incorporation of Hachijuni Bank
The Articles of Incorporation of the Hachijuni Bank Ltd. are omitted in the written documents (“documents
stating the Electronic Provision Measures Matters”) sent to shareholders who have made a Request for Delivery ofDocument, in accordance with laws and regulations, and the provisions of Article 17 of the existing Articles ofIncorporation of Nagano Bank.However, they are posted to the websites of Nagano Bank(https://www.naganobank.co.jp/site/kabu/sokai.html) and the TSE(https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show).
(2) Matters Concerning the Conversion Method of the Consideration for the Exchange into Cash(i) Market on which the consideration for the exchange is traded
The common stock of Hachijuni Bank is traded at the Tokyo Stock Exchange’s Prime Market.
(ii) The person acting as intermediary, broker, or agency for trading the consideration for the exchange
Securities companies in Japan act as intermediary, broker or agency for trading the common stock of HachijuniBank.
(iii) Restriction on the transfer or other disposition of the consideration for the exchange, and the details thereof
There are no matters to report.

- 15 -

(3) Matters Concerning the Market Price of the Consideration for the Exchange
Given that the business day before January 20, 2023 on which the execution of the Share Exchange Agreement
was announced is set as the reference date, the average of the closing price of Hachijuni Bank’s share on trading
days of the Tokyo Stock Exchange’s Prime Market for the period of one month, three months, and six months were¥547, ¥509, and ¥496, respectively (any fraction of less than ¥1 is rounded off).
The latest share price and information of the common stock of Hachijuni Bank are available at the website of theTokyo Stock Exchange (https://www.jpx.co.jp/).
(4) Details of the Balance Sheets of Hachijuni Bank Pertaining to Each Business Year of Which Last Day has Arrived
in the Past Five Years
The details of the balance sheets are omitted because Hachijuni Bank files securities report each business year inaccordance with the provisions of Article 24, Paragraph 1 of the Financial Instruments and Exchange Act.
5. Matters Concerning the Appropriateness of the Provisions for Stock Acquisition Rights Pertaining to the Share
Exchange
If the Share Exchange Agreement is approved at the Extraordinary Meeting of the Shareholders, in relation to the
Share Exchange, all of the stock acquisition rights issued by Nagano Bank will be exercised within 30 days from the
day after the approval in accordance with the issuing guidelines of the stock acquisition rights. Nagano Bank has notissued bonds with stock acquisition rights.
6. Matters Related to Financial Statements, etc.
(1) Details of Financial Statements Pertaining to the Most Recent Business Year of Hachijuni Bank
The details of financial statements pertaining to the most recent business year (fiscal year ending March 31, 2022)
of Hachijuni Bank are as shown on the pages 1 through 39 of the enclosed “Reference Documents <Attached
Materials> for the Extraordinary Meeting of the Shareholders.”
The details of financial statements pertaining to the most recent business year (fiscal year ending March 31, 2022)
of Hachijuni Bank are as shown on the pages 1 through 39 of the enclosed “Reference Documents <Attached
Materials> for the Extraordinary Meeting of the Shareholders.” The information on the following matters of theHachijuni Bank Ltd. is omitted in the written documents (“documents stating the Electronic Provision Measures
Matters”) sent to shareholders who have made a Request for Delivery of Document, in accordance with laws andregulations, and the provisions of Article 17 of the existing Articles of Incorporation of Nagano Bank.
However, they are posted to the websites of Nagano Bank (https://www.naganobank.co.jp/site/kabu/sokai.html) andthe TSE (https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show).
(i) “Particulars related to share options,” “Basic policy concerning the requirements for the person controlling thedecision of the financial and business policies,” “Systems for ensuring proper business activities,” “Mattersregarding specified wholly-owned subsidiary company,” “Transaction between the company and its parent
company, etc.,” and “Other” included in the business report;(ii) “Statement of changes in shareholders’ equity, etc.” and “Table of explanatory notes” included in the financial
statements; and(iii) “Consolidated statement of change in shareholders' equity, etc.” and “Tables of explanatory notes on
consolidated financial statements,” included in the consolidated financial statements- 16 -

(2) Details of Events Occurred in Hachijuni Bank After the Last Day of the Most Recent Business Year That Have
Material Impact on the Status of the Company Assets(i) Conclusion of the Share Exchange Agreement
Hachijuni Bank resolved to conclude the Share Exchange Agreement with Nagano Bank at its Board of Directors
Meeting held on January 20, 2023 and entered into the Agreement on the same day. The details of the Share
Exchange Agreement are as stated in the above “2. Details of the Share Exchange Agreement.”(ii) Acquisition and cancellation of treasury share
At the Board of Directors Meeting held on April 28, 2022, Hachijuni Bank resolved the following: the acquisitionof its treasury share in accordance with the provisions of Article 156 of the Companies Act as applied following thedeemed replacement of terms pursuant to the provisions of Article 165 Paragraph 3 of the same Act, and thecancellation of the shares pursuant to the provisions of Article 178 of the same Act.
I. Details of matters regarding the acquisition of shares(a) Class of shares to be acquired: Common stock(b) Total number of shares to be acquired: Up to 20,000,000 shares(Proportion to the total issued and outstanding shares (including
treasury share): 4.08%)(c) Total acquisition cost of the shares to be acquired: Up to ¥10,000,000,000(d) Acquisition period: From May 2, 2022 to March 31, 2023(e) Acquisition method: Market buying including Purchases through Off-Floor Treasury Share Repurchase
Trading (ToSTNeT-3)
II. Details of matters regarding the cancellation of shares(a) Class of shares to be cancelled: Common stock(b) Total number of shares to be cancelled: 20,000,000 shares(Proportion to the total issued and outstanding shares (including
treasury share) before the cancellation: 3.91%)(c) Scheduled cancellation date: May 20, 2022
Hachijuni Bank has acquired 6,435,500 shares of common stock (total acquisition cost: ¥2,999,979,100) by
December 31, 2022, and cancelled 20,000,000 shares of common stock by May 20, 2022 in accordance with theabove resolution.
(3) Details of Events Occurred in Nagano Bank After the Last Day of the Most Recent Business Year That Have
Material Impact on the Status of the Company Assets(i) Conclusion of the Share Exchange Agreement
Nagano Bank resolved to conclude the Share Exchange Agreement with Hachijuni Bank at its Board of
Directors Meeting held on January 20, 2023 and entered into the Agreement on the same day. The details of the
Share Exchange Agreement are as stated in the above “2. Details of the Share Exchange Agreement.”(ii) Cancellation of treasury share
Nagano Bank shall, by resolutions of its Boards of Directors Meeting held by no later than the day prior to of
the Effective Date, cancel all of its treasury shares (including the stock acquired by Nagano Bank in response to
the right to request the purchase of shares exercised by Nagano Bank’s shareholders in relation to the Share
Exchange as set forth in Article 785 of the Companies Act) that it holds immediately prior to the time when the- 17 -

Share Exchange comes into effect.
7. Matters Concerning Resolution of the Proposal
The proposal shall be null and void if the Share Exchange Agreement was cancelled, pursuant to the provisions ofArticle 9 (Amendment and Cancellation of the Agreement); or if the Share Exchange Agreement loses its effect,
pursuant to the provisions of Article 10 (Approval and Effect of the Agreement).

- 18 -

Proposal 2 Partial Amendment to the Articles of Incorporation
1. Reasons for proposal
If the Proposal 1 (Approval of the Share Exchange Agreement) is approved at the Extraordinary Meeting of the
Shareholders, and if the Share Exchange takes effects on the Effective Date (June 1, 2023 (planned)); Hachijuni
Bank will be the sole shareholder of Nagano Bank commencing with the Effective Date.
Accordingly, Nagano Bank no longer needs to establish the Record Date for Annual General Meetings of the
Shareholders. Consequently, we will abolish the Record Date system, and delete Article 11 of the existing Articles
of Incorporation as well as renumbering and amending the relevant provisions thereof (hereinafter, “Amendment”).
The Amendment shall take effect on May 31, 2023 subject to the approval of Proposal 1 (Approval of the Share
Exchange Agreement) at the Extraordinary Meeting of the Shareholders, and the fact that the Share Exchange
Agreement has not ceased to be effective by the date immediately before May 31, 2023.
2. Details of the Amendment
We propose to make the following changes to parts of the existing Articles of Incorporation.
(Changes are underlined.)
Existing Articles of Incorporation

Proposed changes

Article 1 to Article 10 (Provisions omitted)

Article 1 to Article 10 (No changes)(Record Date)(Deleted)

Article 11
Shareholders listed or recorded in the shareholder register as of the 31stof March each year shall be the shareholders having rights exercisable in
the Annual General Meeting of the Shareholders held in relation to thecorresponding business year.
2. In addition to the preceding paragraph, If necessary, the Company may
set the Record Date with a prior public notice thereof by a resolution of
the Board of Directors.
Article 12 to Article 13 (Provisions omitted)

Article 11 to Article 12 (Renumber the articles. Provisions unchanged)- 19 -

Existing Articles of Incorporation

Proposed changes(Class A Preferred Dividends)(Class A Preferred Dividends)

Article 13-2

Article 12-2

In the event of distributing dividends from surplus provided for in Article

In the event of distributing dividends from surplus provided for in Article

40, the Company shall distribute cash dividends in such respective

39, the Company shall distribute cash dividends in such respective

amount as prescribed below to the holders of Class A Preferred Stockamount as prescribed below to the holders of Class A Preferred Stock(hereinafter, the “Class A Preferred Shareholders”) or registered share(hereinafter, the “Class A Preferred Shareholders”) or registered sharepledgees who hold pledges over Class A Preferred S tock (hereinafter, thepledgees who hold pledges over Class A Preferred Stock (hereinafter, the“Registered Class A Preferred Stock Pledgees”), whose names have been

“Registered Class A Preferred Stock Pledgees”), whose names have been

listed or recorded in the final shareholder register as of the Record Datelisted or recorded in the final shareholder register as of the Record Datefor the said dividend distribution form surplus, with priority over thefor the said dividend distribution form surplus, with priority over theholders of common stock (hereinafter, the “Common Shareholders”) or

holders of common stock (hereinafter, the “Common Shareholders”) or

registered share pledgees who hold pledges over the common stock

registered share pledgees who hold pledges over the common stock(hereinafter, the “Registered Common Stock Pledgees”). The amount of(hereinafter, the “Registered Common Stock Pledgees”). The amount ofsuch cash dividend (hereinafter, the “Class A Preferred Dividend”) shallsuch dividend (hereinafter, the “Class A Preferred Dividend”) shall be

be calculated by multiplying the subscription price per each relevant

calculated by multiplying the subscription price per each relevant Class A

Class A Preferred Stock (provided, however; this shall be appropriately

Preferred Stock (provided, however; this shall be appropriately adjusted

adjusted in the event of a stock split, gratis allotment of shares, reversein the event of a stock split, gratis allotment of shares, reverse stock split,

stock split or any other similar event of Class A Preferred Stock) by theor any other similar event of Class A Preferred Stock) by the annual

annual dividend ratio resolved by the Board of Directors prior to thedividend ratio resolved by the Board of Directors prior to the issuance of

issuance of Class A Preferred Stock. The annual dividend ratio shall beClass A Preferred Stock. The annual dividend ratio shall be up to 8.0%.

up to 8.0%. Provided, however, if any Class A Preferred Interim

Provided, however, if any Class A Preferred Interim Dividend stipulated

Dividend stipulated in Article 13-3 has been paid to the Class A Preferredin Article 12-3 has been paid to the Class A Preferred Shareholders or the

Shareholders or the Registered Class A Preferred Stock Pledgees during

Registered Class A Preferred Stock Pledgees during the business year tothe business year to which the said Record Date belongs; the amount of

which the said Record Date belongs; the amount of the interim dividend

the interim dividend will be deducted from the aforementioned dividend

will be deducted from the aforementioned dividend amount.

amount.
2, 3 (Provisions omitted)

2,3 (Unchanged)(Class A Preferred Interim Dividends)(Class A Preferred Interim Dividends)

Article 13-3

Article 12-3

In the event of distributing interim dividends stipulated in Article 41, theIn the event of distributing interim dividends stipulated in Article 40, theCompany shall pay monies to the Class A Preferred Shareholders or theCompany shall pay monies to the Class A Preferred Shareholders or theRegistered Class A Preferred Stock Pledgees whose names have been

Registered Class A Preferred Stock Pledgees whose names have been

listed or recorded in the final shareholde r register as of the Record Datelisted or recorded in the final shareholder register as of the Record Datefor the interim dividend, with priority over the Common Shareholders or

for the interim dividend, with priority over the Common Shareholders or

the Registered Common Stock Pledgees. The amount of such interim

the Registered Common Stock Pledgees. The amount of such interim

dividend shall be up to one-half of the Class A Preferred Dividend per

dividend shall be up to one-half of the Class A Preferred Dividend pershare of Class A Preferred Stock (hereinafter, the “Class A Preferredshare of Class A Preferred Stock (hereinafter, the “Class A PreferredInterim Dividend”).

Interim Dividend”).

Article 13-4 to Article 19 (Provisions omitted)

Article 12-4 to Article 18 (Renumber the articles. Provisions unchanged)- 20 -

Existing Articles of Incorporation

Proposed changes(General Meetings of Class Shareholders)(General Meetings of Class Shareholders)

Article 20

Article 19

The provisions of Articles 16; 17; 18, Paragraph 1; and 19 shall apply

The provisions of Articles 15; 16; 17, Paragraph 1; and 18 shall apply

mutatis mutandis to General Meetings of Class Shareholders.

mutatis mutandis to General Meetings of Class Shareholders.

2 The provisions of Article 11 shall apply mutatis mutandis to General(Deleted)

Meetings of Class Shareholders held on the same day as an Annual
General Meeting of the Shareholders.
3 Resolutions of General Meetings of Class Shareholders prescribed in

2 Resolutions of General Meetings of Class Shareholders prescribed in

Article 324, Paragraph 2 of the Companies Act shall be made by at least

Article 324, Paragraph 2 of the Companies Act shall be made by at least

two-thirds of the voting rights of the shareholders present at the relevant

two-thirds of the voting rights of the shareholders present at the relevant

General Meeting of Class Shareholders where shareholders holding at

General Meeting of Class Shareholders where shareholders ho lding atleast one-third of the voting rights that may be exercised are present.

least one-third of the voting rights that may be exercised are present.

Article 21 to Article 42 (Provisions omitted)

Article 20 to Article 41 (Renumber the articles. Provisions unchanged)- 21 -

Proposal 3

Partial Revision of the Compensation Limits for Performance-linked Stock
Compensation Plan for Directors due to the Stock Exchange

1. Reasons for the Proposal and Why the Proposal Is Reasonable
At the 57th Annual General Meeting of the Shareholders of Nagano Bank held on June 24, 2016, Nagano Bank
received approval for introduction of a performance-linked stock compensation plan (hereinafter, the “Plan”) to
directors of Nagano Bank (excluding outside directors; the same applies hereinafter with respect to this proposal).
At the 62nd Annual General Meeting of the Shareholders held on June 25, 2021, Nagano Bank received the approval
for reestablishing the compensation limits due to the amendment to the Companies Act (hereinafter the resolution
made at each of the said Annual General Meetings of the Shareholders are collectively referred to as the “Original
Resolutions”), and the Plan has continued operation until now. As in the Proposal 1, Nagano Bank has planned to
execute a business integration with Hachijuni Bank through a share exchange, and will be a wholly-owned subsidiaryof Hachijuni Bank once the Business Integration takes place. After the Business Integration, Nagano Bank would
like to maintain the Plan as a performance-linked stock compensation plan which is linked to the common stock ofHachijuni Bank, the wholly-owning parent company to be, in lieu of the stock of Nagano Bank; and thus ask forapproval for a revision of the existing compensation limits of the Plan for the directors.
We believe the proposal is appropriate because of the following reasons. This proposal is a procedural matterassociated with the Business Integration through the share exchange and is not to raise the actual limits comparedwith the compensation limits under the Original Resolutions. As in the Original Resolutions, the changes to the Planare intended to further clarify the link between the compensation of directors, and the business performance andstock price of Hachijuni Bank and Nagano Bank; and to enhance the motivation of directors to contribute to theimprovement of the medium- to long-term corporate value by sharing not only benefits of share price increase but
also risks of share price decline with the shareholders; which is also in compliance with Nagano Bank’s Policy for
Decisions on the Details of Directors’ Individual Compensation, etc. (Please refer to the Business Report [pages 20
to 22 of the 63rd Annual General Meeting of the Shareholders as of June 2, 2022]).
This proposal is to ask for approval for the amount and details of Nagano Bank’s directors compensation under
the Plan, separately from the amount of directors compensation (¥180 million) which was approved at the Annual
General Meeting of the Shareholders held on June 26, 2009. Nagano Bank kindly asks our shareholders to leave thedecisions on the details of the Plan within the limits #2 below to the Board of Directors.
The number of directors subject to the Plan is six as of now.
The resolution of the proposal will become effective on June 1, 2023, subject to that the Proposal 1 “Approval of
the Share Exchange Agreement” is approved as proposed.

- 22 -

2. Details and the Amount of Compensation, etc. of the Plan
(1) Outline of the Plan (Main changes are underlined.)(i) Beneficiaries of the Plan

• Directors (outside directors are out of the scope of the Plan.)(ii) Total amount of shares acquired• ¥50 million per fiscal year (¥150 million per target period)(As shown in (2) below)(iii) Acquisition method and thenumber of the parent
company’s shares to beacquired through the trust(As shown in (2) and (3)below)• Shares will be acquired through the exchange market or purchasing Hachijuni
Bank’s treasury share.
• 63,500 shares per fiscal year (equivalent to 25,000 points)(iv) Timing of the delivery of theparent company’s shares(As shown in (5) below)

After the retirement of director’s position (If they are dismissed by a shareholders
resolution, the director is unable to obtain the right to receive the benefit.)

The Plan is a performance-linked stock compensation plan where the shares of the parent company are acquired
through the trust (hereinafter, the “Trust”) with the monies contributed by Nagano Bank as underlying resource,
and the parent company’s shares and the monies equivalent to the converted value of such shares (hereinafter, the“Parent Company’s Shares, etc.”) are delivered to directors, in accordance with the regulations for the directors
stock compensation stipulated by Nagano Bank.
(2) Amount of Trust
Nagano Bank implemented the Plan for the three years commencing with the fiscal year ended March 31, 2017
to the fiscal year ended March 31, 2019 (hereinafter, the three fiscal years and each three-fiscal-year period
following the initial three years are severally called “Target Period”.) and each Target Period thereafter. For the
initial Target Period, Nagano Bank contributed monies up to ¥150 million as acquisition cost for shares to bedelivered to the directors of Nagano Bank in accordance with the Plan, and established the Trust whose
beneficiaries are the directors of Nagano Bank who are eligible beneficiaries. The Trust has acquired 765,000
shares of Nagano Bank’s stock during the initial Target Period using the monies trusted by Nagano Bank as
underlying resources.
Even after the end of the initial Target Period, Nagano Bank continues to make additional contributions up to¥150 million for each Target Period until the Plan ends. However, when making such additional contributions, if
there are remaining shares of the parent company (excluding those that correspond to points given to directors,
for which the shares has yet to be given to the directors) and monies (hereinafter, the “Remaining Shares, etc.”)
in the trust assets on the last day of the Target Period immediately before the Target Period for which additional
contributions are to be made, then the sum of the amount of the Remaining Shares, etc. (the book value as of theend of the last Target Period in the case of the parent company shares) and the amount of additional contribution
shall be within the limit that will be approved as proposed by this proposal. If Nagano Bank decides to makeadditional contributions, it will disclose such effect in a timely and appropriate fashion.

- 23 -

(3) Acquisition Method and the Number of the Parent Company’s Shares to Be Acquired Through the Trust
Acquisition of the parent company’s shares through the Trust is executed by acquiring the parent company’s
shares from the stock market or purchasing Hachijuni Bank’s treasury share, with the monies contributed as in(2) above as underlying resources. Since the points granted to directors are up to 25,000 per fiscal year, the numberof parent company’s shares to be acquired by the Trust for each Target Period is up to 190,500 shares.
(4) Maximum Number of the Parent Company’s Shares, etc. to Be Delivered to Directors
For each business year, Nagano Bank’s directors are given the number of points determined based on factors
such as their positions, the business performance, and the levels of achievement of the relevant medium-term
management plan, in accordance with the regulations on directors compensation. The total number of points
granted to directors per fiscal year is up to 25,000 points. Nagano Bank decided the number of points, considering
the current levels of directors compensation, and trend and outlook of the number of directors in a comprehensive
manner, and thus deems appropriate.
The points given to directors are converted, when delivering the Parent Company’s Shares, etc. to directors asin (5) below, at 2.54 shares of the parent company shares per point (however, the maximum number of points, thenumber of given points, and the conversion rate will be reasonably adjusted if a stock split, gratis allotment ofshares, reverse stock split or other similar event of the parent company shares takes place after the approval of the
proposal.).
The proportion of the number of parent company’s shares (63,500 shares), which is equivalent to the maximum
number of points given to directors per fiscal year, to the total number of issued and outstanding shares (as of
September 30, 2022 net of the treasury share) is approximately 0.013%.
The number of points given to directors, which is the basis for delivering the Parent Company’s Shares, etc. in(5) below, in principle, is the cumulative number of points given to the directors until their retirement (hereinafter,
the points calculated in this manner are called the “Finalized Points”.).
(5) Delivery of the Parent Company’s Shares, etc.
If a director has retired and satisfied the beneficiary requirements, the director may receive from the Trust, after
their retirement, the number of the parent company’s shares based on the Finalized Points provided for in (4)above in principle, by following the procedures for the settlement of the beneficial interests. If, however, a director
satisfies the requirements stipulated in the regulations on directors compensation, the director may receive theamount of monies equivalent to the market price of the parent company’s shares in lieu of the parent company’s
shares, within a certain percentage. The Trust may sell shares of the parent company in order to deliver suchmonies.
Even if a director has been granted points by Nagano Bank, the director will be unable to obtain the right toreceive the Parent Company’s Shares, etc. if they are dismissed by a resolution of a General Meeting of the
Shareholders.

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Note section- 25 -

Note section- 26 -

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