Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 8521
June 8, 2020
To our shareholders:Hitoshi Nishizawa
President
THE NAGANO BANK, LTD.
2-9-38, Nagisa, Matsumoto City, Nagano

NOTICE OF THE 61ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 61st Ordinary General Meeting of Shareholders of THE NAGANO BANK, LTD.
(the “Bank”), which will be held as described below.
Furthermore, if you are unable to attend the meeting, you may exercise your voting rights through either of themeans described below, in which case we ask you to exercise your voting rights no later than 5:00 p.m., Wednesday,June 24, 2020 (Japan Standard Time) after examining the accompanying Reference Documents for the General
Meeting of Shareholders.
To exercise your voting rights by postal mail:Please indicate your approval or disapproval of the proposals on the enclosed voting form and return it by postal
mail so that it arrives at the address indicated on the voting form no later than the voting deadline stated above.
To exercise your voting rights online:
After reading the accompanying Guide to Exercising Voting Rights, Etc. and Guide to Voting Online (Japaneseonly), please access the voting website designated by the Bank (https://soukai.mizuho-tb.co.jp/) and follow theinstructions on screen to indicate your approval or disapproval of the proposals no later than the deadline statedabove.
1. Date and Time: Thursday, June 25, 2020 at 10:00 a.m. (Reception starts at 9:00 a.m.) (Japan Standard Time)
2. Venue:
The Bank’s Head Office, Second Floor Large Conference Room (Venue 1) and Second Floor
Medium Conference Room (Venue 2)
2-9-38, Nagisa, Matsumoto City, Nagano
3. Purposes:
Items to be reported:
1. Business Report and Non-consolidated Financial Statements for the 61st Term (from April 1, 2019 toMarch 31, 2020)
2. Consolidated Financial Statements for the 61st Term (from April 1, 2019 to March 31, 2020), as well as
the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Board ofAuditors
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of three (3) Directors
Proposal 3:
Election of one (1) Auditor
4. Guide to Exercising Voting Rights, Etc.:
Voting by proxyIf you are unable to attend the General Meeting of Shareholders, you may appoint one other shareholder whoholds voting rights to attend the General Meeting of Shareholders as your proxy. However, a document must be
submitted proving that the person has been appointed as your proxy.

-1-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal 1:

Appropriation of surplus

The Bank proposes the appropriation of surplus as follows:
Matters related to year-end dividends
In addition to striving to enhance its capital base through its internal reserves, the Bank makes it its basic policy toreturn dividends to its shareholders in a stable way.
In acknowledgment of the constant support of its shareholders, the Bank would like to set the year-end dividend as
follows:
1. Type of dividend property
Cash
2. Allocation of dividend property and total amount thereof
30 yen per common share of the Bank
Total amount of dividends: 271,498,440 yen
The total yearly dividend, combined with the interim dividend of 25 yen, will be 55 yen per share.
3. Effective date of distribution of dividends of surplus
June 26, 2020-2-Proposal 2:

Election of three (3) Directors

The terms of two (2) Directors, Koichi Osawa and Masanao Watanabe, expire at the conclusion of this Ordinary
General Meeting of Shareholders. In addition, two (2) Directors, Isao Nakajo and Hirofumi Uchikawa, will resign
at the conclusion of this Ordinary General Meeting of Shareholders. Therefore, the Bank proposes that three (3)Directors be elected.
The candidates for Directors are as follows:No.

Name(Date of birth)

Career summary, position and responsibilities (significantconcurrent positions outside the Bank)
Apr. 1983
Feb. 2002
June 2010

Koichi Osawa(January 27, 1961)
Reelection
Number of years in office
2 years
Attended 14 of the 14 Board ofDirectors meetings
12

June 2013
June 2015
June 2017
June 2018
June 2019

Joined Nagano Mutual Bank
The Bank, Manager of Tambajima Branch
The Bank, Manager of Human Resources
Division
The Bank, Manager of Shiojiri Branch
The Bank, Manager of Suwa Branch
The Bank, Manager of Corporate Planning
Division
The Bank, Director and Manager of CorporatePlanning Division
The Bank, Managing Director (presentposition)(In charge of Corporate Planning Division, Risk
Management Division, General Affairs
Division, Human Resources Division)

Number of theBank’s shares
owned

4,400

[Reasons for nomination as candidate for Director]
Koichi Osawa served as a manager of several branches including the Shiojiri and Suwa Branches (local main branches).
He also held management positions at the head office such as a manager of the Human Resources Division andCorporate Planning Division, and since June 2018 has assumed the office of Director and Manager of Corporate
Planning Division. He is currently an officer in charge of Corporate Planning Division, Risk Management Division,General Affairs Division and Human Resources Division. He has extensive experience and broad knowledge and isfamiliar with overall business operations.
The Bank judges that he will be able to leverage his experience and knowledge in the management of the Bank as aDirector and will contribute to its sustainable growth and medium- and long-term improvements of corporate value.
Therefore, the Bank requests his reelection as a candidate for Director.
Apr. 1984
Joined Nagano Mutual Bank
Apr. 2003
The Bank, Manager of Tambajima Branch
Dec. 2007
The Bank, Manager of International Securities
Masanao Watanabe
Division(April 2, 1960)
Apr. 2011
The Bank, Manager of Omachi BranchReelection
June 2013
The Bank, Manager of Human Resources
3,000
Number of years in office
Division
2 years
The Bank, Director and Sales Manager, Head
Attended 14 of the 14 Board of June 2018
OfficeDirectors meetings
Nov. 2018
The Bank, Director and Sales Manager, Head
Office, and Manager of Matsumotonishi Branch(present position)[Reasons for nomination as candidate for Director]
Masanao Watanabe served as a manager of several branches including the Omachi Branch (a local main branch), amanager of the International Securities Division and a manager of the Human Resources Division. He is currently
serving as a Director and Sales Manager at the head office, and a manager of Matsumotonishi Branch. He has extensive
experience and broad knowledge and is familiar with overall business operations.
The Bank judges that he will be able to leverage his experience and knowledge in the management of the Bank as aDirector and will contribute to its sustainable growth and medium- and long-term improvements of corporate value.
Therefore, the Bank requests his reelection as a candidate for Director.

-3-No.

Name(Date of birth)

Career summary, position and responsibilities (significantconcurrent positions outside the Bank)
Apr. 1986
June 2007
Nov. 2009

Kazuyuki Koide(August 12, 1963)
New election
3

Notes:

June 2012
Apr. 2015
Apr. 2018
July 2018

Joined Nagano Mutual Bank
The Bank, Manager of Yoshikawa Branch
The Bank, Deputy Manager of Sales Division,Head Office
The Bank, Manager of Ueda Branch
The Bank, Manager of Sales and Marketing
Division in charge of Promotion
The Bank, Manager of Toyoshina Branch
The Bank, Manager of Toyoshina Branch andMisato Branch (present position)

Number of theBank’s shares
owned

1,800

[Reasons for nomination as candidate for Director]
Kazuyuki Koide served as a manager of several branches including the Ueda and Toyoshina Branches (local mainbranches) and also as a manager of the Sales and Marketing Division in charge of Promotion at the head office. He has
extensive experience and broad knowledge and is familiar with overall business operations.
The Bank judges that he will be able to leverage his experience and knowledge in the management of the Bank as aDirector and will contribute to its sustainable growth and medium- and long-term improvements of corporate value.
Therefore, the Bank requests his election as a candidate for Director.
1. There is no special interest between the candidates and the Bank.
2. In the columns of each candidate’s name, the number of years in office is specified as of the conclusion of this Ordinary
General Meeting of Shareholders.
3. The number of the Bank’s shares owned by Director candidate Kazuyuki Koide includes the shares owned through theNagano Bank Employee Stock Ownership Plan.

-4-Proposal 3:

Election of one (1) Auditor

Since Auditor Seiichiro Furihata will reach the end of his term at the conclusion of this Ordinary General Meetingof Shareholders, the Bank proposes that one (1) Auditor be elected.
The Board of Auditors has given its consent to this proposal.
The candidate for Auditor is as follows:
Name(Date of birth)

Career summary and position (significant concurrent positions outside theBank)

Joined KISSEI PHARMACEUTICAL CO., LTD.
KISSEI PHARMACEUTICAL CO., LTD., Managing
Director and Human Resources Division ManagerJune 2010KISSEI PHARMACEUTICAL CO., LTD., Senior
Managing Director
1,200
June 2012KISSEI PHARMACEUTICAL CO., LTD., Executive VicePresident
June 2014
KISSEI PHARMACEUTICAL CO., LTD., Advisor (presentposition)
June 2016
The Bank, Auditor (present position)[Reasons for nomination as candidate for Outside Auditor]
Seiichiro Furihata has broad experience and extensive knowledge as a corporate manager and especially in the area of humanresources.
He is capable of conducting audits in an objective and fair manner and providing useful advice to the Bank’s Board of Directors. The
Bank judges that he will be able to execute his duties appropriately and therefore requests his reelection as a candidate for OutsideAuditor.
Notes: 1. While there is no special interest between Seiichiro Furihata and the Bank, the Bank does engage in transactions such as
deposit transactions with his employer, KISSEI PHARMACEUTICAL CO., LTD., and that company is a shareholder inthe Bank (not a major shareholder).
2. Seiichiro Furihata is a candidate for Outside Auditor.
3. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Bank has entered into a liability
limitation contract with Seiichiro Furihata to limit his liability to the minimum limited liability specified by the laws andregulations. If his reelection is approved, the Bank plans to renew the aforementioned contract with him.
4. Seiichiro Furihata meets the requirements for Independent Officer as defined by the rules of the Tokyo Stock Exchange,
and if his reelection is approved, the Bank plans to elect him as an Independent Officer.
5. In the column of candidate’s name, the number of years in office is set as of the conclusion of this Ordinary General
Meeting of Shareholders.
Seiichiro Furihata(April 15, 1945)
Reelection
OutsideNumber of years in office
4 years
Attended 13 of the 14 Board ofDirectors meetings
Attended 13 of the 13 Board ofAuditors meetings

Apr. 1969
June 2008

Number of theBank’s shares
owned-5-

(Reference) Independence Criteria for Independent Outside Officers
The Bank judges a candidate to be fully independent from the Bank if such candidate does not fall within any of
the following categories:(1) A candidate is, or was in the past, an executive for the Bank or any of its subsidiaries (an executive directoror other employee).
(2) A candidate is a person to whom the Bank or its subsidiaries are major business partners or an executive (anexecutive director, an executive officer, a managing officer, a manager or other employee) in case that theforegoing is a company.
(3) A candidate is a consultant, an accountant or a legal professional who receives money or other property
from the Bank or any of its subsidiaries other than director’s remuneration in excess of a certain amount (theannual average of past three years has been 10 million yen or 30% of the total annual expense of theorganization to which such person belongs, whichever is greater).
(4) A candidate is a major shareholder of the Bank (meaning a shareholder who holds 10% or more of thevoting rights; hereinafter the same) or if the major shareholder is an incorporated entity, a candidate is adirector, an auditor, an accounting advisor, an executive officer, an administration officer, a managingofficer, a manager or other employee of such major shareholder or its material subsidiary.
(5) A candidate is a non-executive director or an accounting advisor of the Bank or any of its subsidiaries (incase that the independent officer is an Outside Auditor).
(6) A candidate is a close relative of the person who falls under any of the above cases (1) through (5)(excluding an insignificant person.)(7) A candidate is a person who has worked for an organization at which an outside officer of the Bank
reciprocally has a position of outside officer.
(8) A candidate is an organization that receives donations from the Bank or a person who has worked for suchorganization.
(9) A candidate is a person who simultaneously serves as a director or auditor for more than three listedcompanies other than the Bank.

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