These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translations and the Japanese originals, the originals shallprevail. The Bank assumes no responsibility for the translations or for any other damages arising, directly or
indirectly, from the translations.

(Securities Code: 8359)
June 4, 2021
To Shareholders with Voting Rights:
Shoichi Yumoto
President
The Hachijuni Bank, Ltd.
178-8, Okada,
Nagano-city, JapanNOTICE OF CONVOCATION OF
THE 138TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
The 138th Annual General Meeting of Shareholders of The Hachijuni Bank, Ltd. (the “Bank”) shall be held
for the purposes described below.
If you are unable to attend the meeting, you can exercise your voting rights via mail or the Internet, etc.
Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter) andexercise your voting rights by Thursday, June 24, 2021 at 5:00 p.m., Japan time.
*“Procedures for exercise of voting rights” is omitted from the English translation.

1. Date and Time:

Friday, June 25, 2021 at 10:00 a.m., Japan time

2. Place:

Main Conference Room, 3F, Head Office of the Bank
178-8, Okada, Nagano-city, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 138th Fiscal Year (from April 1, 2020 to March 31, 2021)
2. Consolidated Financial Statements for the Bank’s 138th Fiscal Year (from
April 1, 2020 to March 31, 2021) and results of audits of the Consolidated
Financial Statements by the Independent Auditor and the Audit &Supervisory Board
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eight (8) Directors
Proposal No. 3: Determination of Details of Stock Options as Stock-Based Compensation for
Directors

1

4. Guidance for Exercise of Voting Rights(1) Handling of multiple voting
If you vote both in writing on the Voting Form and via electronic means (the Internet, etc.), only the votevia electronic means (the Internet, etc.) will be valid. In addition, if you submit your vote multiple times
via electronic means (the Internet, etc.), only the last vote will be valid.

(2) Voting by proxyIf you cannot attend the General Meeting of Shareholders, you may designate one (1) shareholder of the
Bank as your proxy who possesses voting rights to attend the General Meeting of Shareholders. Please
note that the proxy will be required to submit his or her own Voting Form and documentation corroborating
his or her status as your proxy.

The following items are not included in this Notice. These documents are to be found on the
Bank’s website in accordance with laws and regulations in addition to Article 16 of the Articles ofIncorporation;(1) “Stock Acquisition Rights,” “Basic Policies Regarding Parties Controlling the Determinationof Financial and Business Policies,” “Systems for Ensuring the Appropriateness of Business
Activities,” “Matters Regarding Specified Wholly-Owned Subsidiaries,” “Matters Regarding
Transactions between a Stock Company and its Parent Company, etc.,” and “Others” of theBusiness Report(2) “Statement of Changes in Shareholders’ Equity” and “Notes to the Non-consolidated Financial
Statements” of the Non-consolidated Financial Statements(3) “Consolidated Statement of Changes in Shareholders’ Equity” and “Notes to the Consolidated
Financial Statements” of the Consolidated Financial Statements
The Business Report, the Non-consolidated Financial Statements and the Consolidated Financial
Statements audited by the Audit & Supervisory Board Members include the above (1) to (3) inaddition to those attached to the Japanese version of this Notice.
The Non-consolidated Financial Statements and the Consolidated Financial Statements audited by
the Independent Auditor include the above (2) and (3) in addition to those attached to the Japaneseversion of this Notice.



If the need arises for the revision of the Reference Documents, the Business Report, theNon-consolidated Financial Statements, and Consolidated Financial Statements for the General
Meeting of Shareholders, the revised version shall be posted on the Bank’s website.

The Bank’s website: https://www.82bank.co.jp/english/

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
It is proposed that the surplus be appropriated as follows.
Year-end dividends
The Bank’s basic policy is to implement the active return of profits to shareholders with a minimum
dividend of 5.00 yen per share and through the acquisition of treasury stock.
Based on this policy, the Bank proposes year-end dividends of 8.00 yen per share. Combined with
the interim dividend of 6.00 yen per share, total full-year dividends will be 14.00 yen per share.
(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and the total amount8.00 yen per share of common stock, for a total of 3,916,468,568 yen(3) Effective date of distribution
June 28, 2021
2. Appropriation of surplus
To strengthen the corporate structure in preparation for the future, the Bank proposes to reverse
11,000,000,000 yen of retained earnings brought forward and record it as a general reserve.
(1) Item and the amount of surplus to be increased
General reserve
11,000,000,000 yen(2) Item and the amount of surplus to be decreased
Retained earnings brought forward 11,000,000,000 yen
1.

3

Proposal No. 2: Election of Eight (8) Directors
With the expiration of the terms of office of seven (7) Directors: Shoichi Yumoto, Masaki Matsushita, Hideo
Funami, Muneo Yoshie, Hiroyuki Miyahara, Takahiko Asai, and Sokichi Kurosawa, the following eight (8)candidates are proposed to be elected as Directors, an increase of one (1) Director to strengthen the management
structure.
(Reference) List of Candidates for Director

No.

Name

Current position

Shoichi Yumoto

President

Attendance atBoard ofDirectors
meetings
14/ 14(100%)
14/ 14(100%)
14/ 14(100%)
14/ 14(100%)

Masaki Matsushita

Deputy President

Hiroyuki Miyahara

Managing Director

Takahiko AsaiManaging Director

5

To be
reappointed
To bereappointed
To bereappointed
To bereappointed
To be newly
appointed

Shohei Hidai

Managing Executive
Officer

―

6

To be
reappointed

Sokichi Kurosawa

Director

14/ 14(100%)

7

To be newly
appointed

Miyako Hamano

―

―

8

To be newly
appointed

Eiji Kanzawa

―

―

1
2
3
4

Outside Director
Independent
Director
Outside Director
Independent
Director
Outside Director
Independent
Director

4

Career Summary
Number of(Positions,
responsibilities
at
the
Bank
and
significant
concurrent
sharesof theNo.
Bank held
positions)Apr. 1980 Joined the Bank
To be reappointed Jun. 2000 General Manager, Nakano-nishi Branch, then General
Manager, Shimosuwa Branch,
General Manager, Nagoya Branch,
General Manager, Financial Market Department
Shoichi Yumoto
Jun.
2008
Executive Officer and General Manager, Financial(Jul. 9, 1956)
Market Department
Age: 64
Jun. 2009 Managing Executive Officer and General Manager,
Male
Head Office Business Department
99,473
Jun. 2011 Managing Director
sharesIn charge of Risk Management Department, General
Affairs Department, Loan Operations Center
Attendance at
Jun.
2013
President
1
Board ofIn charge of Operations Administration Department,
Directors
Computer Systems Department, Tokyo Liaison Officemeetings:
Jun.
2018
President
14 / 14
In charge of Internal Audit Department, Tokyo Liaison(100%)
Officeto the present[Reasons for selection as a candidate]
Mr. Shoichi Yumoto possesses a wealth of operational experience from involvement in market andinternational divisions, and is well versed in the operations of the Bank. Additionally, he has served as
Director from June 2011 and President from June 2013, and is fulfilling his duties and responsibilities ina proper manner. The Bank has judged that he will continually contribute to the management of the
Bank through his wealth of experience and advanced views, and has thus selected him as a candidate for
Director.
Apr. 1982 Joined the Bank
To be reappointed Feb. 2004 General Manager, Nagano-minami Branch, thenGeneral Manager, Sakaki Branch,
General Manager, Planning and Coordination
Department
MasakiJun. 2011 Executive Officer and General Manager, Suwa Area
Matsushita
Suwa Branch(Dec. 22, 1959) Jun. 2013 Managing Executive Officer and General Manager,
Age: 61
Tokyo Business Department
MaleJun. 2014 Managing Executive Officer and General Manager,
Head Office Business Department
38,395
Jun. 2015 Managing Director and General Manager, MatsumotosharesBusiness Department
Jun. 2017 Deputy President
In charge of Planning and Coordination Department,
2
Attendance at
Financial Market Department, General Secretariat
Board of
Jun. 2018 Deputy President
Directors
In charge of Risk Management Department, Personnel
meetings:
14 / 14
Department, General Secretariat(100%)
Jun. 2020 Deputy President
In charge of Planning and Coordination Department,
Risk Management Department, General Secretariat
to the present[Reasons for selection as a candidate]
Mr. Masaki Matsushita possesses a wealth of operational experience from involvement in planning andcoordination divisions, and is well versed in the operations of the Bank. Additionally, he has served as
Director from June 2015 and as Deputy President from June 2017, and is fulfilling his duties andresponsibilities in a proper manner. The Bank has judged that he will continually contribute to the
management of the Bank through his wealth of experience and advanced views, and has thus selected
him as a candidate for Director.
Name(Date of birth)5

Career Summary
Number of(Positions,
responsibilities
at
the
Bank
and
significant
concurrent
sharesof theNo.
Bank held
positions)Apr. 1986 Joined the Bank
To be reappointed Jun. 2008 Senior Deputy General Manager, Iida Branch, thenGeneral Manager, Tokyo Liaison Office,General Manager, Yashiro-Inariyama Area Yashiro
HiroyukiBranch,Miyahara
General Manager, Personnel Department(Sep. 26, 1962) Jun. 2016 Executive Officer and General Manager, Personnel
Age: 58
Department
MaleJun. 2017 Executive Officer and General Manager, Iida Area Iida
Branch32,219Jun. 2019 Managing Director
sharesIn charge of Operations Administration Department,
General Affairs Department, Administration Center,
Attendance at
3
Board of
Head Office Center, Matsumoto Center
Directors
Jun. 2020 Managing Director
meetings:
In charge of Business Administration Department,
14 / 14
Computer Systems Department, Loan Center,(100%)
Administration Center, Head Office Center, Matsumoto
Centerto the present[Reasons for selection as a candidate]
Mr. Hiroyuki Miyahara possesses a wealth of operational experience from involvement in business andpersonnel divisions, and is well versed in the operations of the Bank. Additionally, he has served as
Director from June 2019, and is fulfilling his duties and responsibilities in a proper manner. The Bank
has judged that he will continually contribute to the management of the Bank through his wealth ofexperience and advanced views, and has thus selected him as a candidate for Director.
Apr. 1987 Joined the Bank
To be reappointed Sep. 2005 General Manager, Karuizawa Branch, assigned to Loan
Control Department
General Manager, Matsushiro Branch
General Manager, Tokyo Business Department I
General Manager, Risk Management Department
Takahiko Asai
General Manager, Loan Control Department(Oct. 17, 1963)
Jun.
2017
Executive Officer and General Manager, Loan Control
Age: 57
Department
Male
13,293
Jun. 2018 Managing Executive Officer and General Manager,
sharesHead Office Business Department
Jun. 2019 Managing Director
4
In charge of Branch Support Department, Corporate
Attendance at
Banking Department, Personal Banking Department,
Board ofInternational and Treasury Department
Directors
Jun. 2020 Managing Director
meetings:
14 / 14
In charge of Personnel Department, Financial Market(100%)
Department, General Affairs Department
to the present[Reasons for selection as a candidate]
Mr. Takahiko Asai possesses a wealth of operational experience from involvement in business and loan
control divisions, and is well versed in the operations of the Bank. Additionally, he has served as
Director from June 2019, and is fulfilling his duties and responsibilities in a proper manner. The Bank
has judged that he will continually contribute to the management of the Bank through his wealth ofexperience and advanced views, and has thus selected him as a candidate for Director.
Name(Date of birth)

6

No.

Name
(Date of birth)
To be newly
appointed
Shohei Hidai(Jun. 7, 1964)
Age: 57
Male

5

Attendance atBoard ofDirectors
meetings:―

Career Summary(Positions, responsibilities at the Bank and significant concurrent
positions)Apr. 1988 Joined the Bank
Mar. 2010 Deputy General Manager, Risk Management
Department, thenGeneral Manager, Tokyo Liaison Office,General Manager, Minami-Matsumoto Area MinamiMatsumoto Branch,
General Manager, Planning and Coordination
Department
Jun. 2018 Executive Officer and General Manager, Planning and
Coordination Department
Jun. 2019 Managing Executive Officer and General Manager,
Head Office Business Department
to the present

Number ofshares of the
Bank held

5,119
shares[Reasons for selection as a candidate]
Mr. Shohei Hidai possesses a wealth of operational experience from involvement in risk management
and planning and coordination divisions, and is well versed in the operations of the Bank. The Bank has
judged that he can contribute to the management of the Bank through his wealth of experience andviews, and has thus selected him as a candidate for Director.
To be reappointed Apr. 1958 Joined The Dai-Ichi Bank, Ltd.
Jun. 1988 Director, The Dai-Ichi Kangyo Bank, Ltd., delegated to
Outside Director
General Manager, General Department
Jun. 1991 Managing Director, The Dai-ichi Kangyo Bank, Ltd.
Independent
Apr. 1993 President, DKB Information Systems Inc. (retired in
Director
June 2001)
Jun. 1994 Part-time Audit & Supervisory Board Member, Suwa
Warehouse Co., Ltd.
Sokichi Kurosawa
Jun.
2003
Part-time Director, Suwa Warehouse Co., Ltd.
(Mar. 1, 1936)(current position)
Age: 85
Jun.
2017
Director, the BankMale
to the present
6250,000
sharesAttendance atBoard ofDirectors
meetings:
14 / 14(100%)[Reasons for selection as a candidate]
Mr. Sokichi Kurosawa possesses a wealth of experience and advanced knowledge, having served as
Director and Managing Director of The Dai-Ichi Kangyo Bank, Ltd., as well as president of abanking system company and Outside Director of a business company. As he is fulfilling his duties
in a proper manner as an Outside Director, the Bank has judged that he will continue to contributeto the management of the Bank, and has thus selected him as a candidate for Outside Director. The
Bank expects that, if Mr. Kurosawa is elected, he will provide supervision and advice on theoperation of the Bank’s business execution from an expert perspective, especially in the financial
field. The Bank also plans to enlist Mr. Kurosawa to serve as a member of the Nominating andCompensation Committee and be involved in the selection of executive candidates and decisions on
executive remuneration of the Bank from an independent standpoint.

7

No.

7

8

Career Summary(Positions, responsibilities at the Bank and significant concurrent
positions)
To be newly Apr.1979 Joined Japan External Trade Organization (JETRO)
appointed
Jul. 2013 Executive Vice President, JETRO (Officer in charge ofoverseas market development, Japan Pavilion at Expo
Outside Director
Milano 2015, etc.)
Oct. 2015 Advisor, JETRO
Independent
Apr. 2016 Councillor, JETRO (current position)
Director
Apr. 2016 Policy Advisor, Secretariat of Intellectual Property
Strategy Headquarters, the Cabinet Office (in charge ofMiyako Hamano
Cool Japan Strategy)(Apr. 17, 1955)(Resigned in September 2019)
Age: 66
Member of the board of trustees, Shinshu University
Female(current position)
Jun. 2020 Outside Director, Glosel Co., Ltd. (current position)
Attendance atto the present
Board ofDirectors
meetings:―
Name(Date of birth)

Number ofshares of the
Bank held―
shares[Reasons for selection as a candidate]In her career as the first woman serving as Executive Vice President of Japan External Trade
Organization (JETRO), Ms. Miyako Hamano engaged in the work on overseas market development
support for Japanese companies and regional revitalization for many years, through which she gained awealth of experience and broad knowledge. The Bank has judged that Ms. Hamano, who also has theexperience of serving as an outside director for a business company, is capable of further enhancing
management supervision functions and has thus selected her as a candidate for Outside Director. The
Bank expects that, if Ms. Hamano is elected, she will provide supervision and advice on its businessexecution from an expert perspective, especially in the global business area. The Bank also plans toenlist Ms. Hamano to serve as a member of the Nominating and Compensation Committee and be
involved in the selection of executive candidates and decisions on executive remuneration of the Bank
from an independent standpoint.
To be newly Apr. 1980 Joined The Hachijuni Bank, Ltd.
appointed
Jan. 1986 Resigned from the Bank
Feb. 1986 Joined KISSEI COMTEC CO., LTD.
Outside Director May 1988 Director, KISSEI COMTEC CO., LTD.
May 1990 Managing Director, KISSEI COMTEC CO., LTD.
Independent
May 1992 Executive Vice President, KISSEI COMTEC CO., LTD.
Director
May 1994 President/C.E.O., KISSEI COMTEC CO., LTD. (current
position)
1,400
Eiji Kanzawa
May
2018
Chairman,
NaganoPrefInformation
Service
Association
shares(Jul. 13, 1956)(current position)
Age: 64
Jun.
2018
President, Nagano Techno Foundation (current position)Male
to the present
Attendance atBoard ofDirectors
meetings:―[Reasons for selection as a candidate]
Mr. Eiji Kanzawa, who executes the operations of KISSEI COMTEC CO., LTD. as President/C.E.O.,
has a wealth of knowledge of promoting digitalization. The Bank has judged that he is capable ofoffering views from a diverse perspective, using many years of experience and advanced knowledge hegained as a corporate executive, and thus has selected him as a candidate for Outside Director. The Bank
expects that, if Mr. Kanazawa is elected, he will provide supervision and advice on its businessexecution from an expert perspective, especially in the digital transformation field. The Bank also plansto enlist Mr. Kanzawa to serve as a member of the Nominating and Compensation Committee and be
involved in the selection of executive candidates and decisions on executive remuneration of the Bank
from an independent standpoint.
8

(Notes)

1. Although Mr. Sokichi Kurosawa has a deposit account with the Bank and engages in ordinary transactions on aconsistent basis, there should be no impact on decisions by shareholders and investors in light of the scale oftransactions to the Bank’s deposits and their nature.
2. Although the Japan External Trade Organization (JETRO), the former employer of Ms. Miyako Hamano, hasordinary transactions, including deposits, with the Bank on a consistent basis, there should be no impact ondecisions by shareholders and investors in light of the scale of transactions to the Bank’s deposits and theirnature.
3. Mr. Eiji Kanzawa was employed by the Bank from April 1980 through January 1986.
4. Mr. Eiji Kanzawa has a deposit account with the Bank and engages in ordinary transactions on a consistent basis. The
Bank also has ordinary transactions, including deposits and loans, with KISSEI COMTEC CO., LTD., where heserves as Representative Director, and ordinary transactions, including deposits, with the Nagano Pref Information
Service Association and the Nagano Techno Foundation, where he respectively serves as Chairman and President, on
a consistent basis. The Bank believes these transactions should have no impact on decisions by shareholders andinvestors in light of the scale of transactions to the Bank's deposits and their nature.
5. There are no special interest relationships between the candidates for Director and the Bank, other than theabove 1 through 4.
6. The Bank has entered into a directors and officers liability insurance contract, as outlined below, and plans torenew it on December 25, 2021. Of the individuals nominated as candidates for Director in this proposal, those
who are to be reappointed, as well as Mr. Shohei Hidai, are already covered by the contract and will continue tobe covered. Ms. Miyako Hamano and Mr. Eiji Kanzawa will be covered by the contract if they are elected.
[Outline of directors and officers liability insurance contract](i) Actual ratio of premiums paid by the insured
The premiums are paid by the Bank, including for riders. The insured does not bear the actual premiums.
(ii) Outline of events insured against
The contract, together with riders, will cover any damages, litigation costs, and other outlays that may arise dueto the insured directors and officers assuming liability for the execution of their duties or receiving a claim
related to the pursuit of such liability. However, there are certain exemptions, such as in case of actions takenwith the knowledge that such actions are in violation of laws and regulations.
(iii) Measures to prevent appropriateness of directors’ and officers’ duties from being undermined
The insurance contract establishes deductibles on liability amounts, below which damages are not covered. It
also has reduction rates that make the Bank bear a specified rate of the risk
7. Mr. Sokichi Kurosawa, Ms. Miyako Hamano and Mr. Eiji Kanzawa are candidates for Outside Director.
Additionally, the Bank has designated them as Independent Director under regulations of the Tokyo Stock
Exchange, and made a submission designating them as such to the aforementioned Exchange.
8. Mr. Sokichi Kurosawa has served as Outside Director of the Bank since June 2017, and his term will have beenfour years as of the conclusion of this General Meeting of Shareholders.
9. Under Article 29 of the Articles of Incorporation, the Bank has made an agreement with Mr. Sokichi Kurosawa tolimit his liability for damages to the minimum liability amount to the extent that he has acted in good faith withoutgross negligence during the course of his duties. (See Article 423, Paragraph 1 and Article 425, Paragraph 1 of theCompanies Act.) The Bank plans to continue said agreement when he is reappointed as a Director. The Bank plans
to conclude similar liability limitation agreements with Ms. Miyako Hamano and Mr. Eiji Kanzawa if they are elected
as Outside Director.
10. Other than those provided above, there are no items required to be disclosed concerning the proposal to electDirectors as defined under Article 74 of the Ordinance for Enforcement of the Companies Act.
11. The ages of candidates are as of the date of this General Meeting of Shareholders.

9(For your reference) Standards for Selection of Outside Officers and Determining Independence Standards for selection of Outside Directors and Outside Audit & Supervisory Board Members
The selection of candidates for the position of Outside Director or candidates for the position of Outside
Audit & Supervisory Board Member are determined according to the following “Standards for Determining
Independence of Outside Officers,” under the assumption that the standards for independence stipulated by the
Tokyo Stock Exchange, Inc. are satisfied.
 Standards for Determining Independence of Outside Officers
In principle, candidates for Outside Director and candidates for Outside Audit & Supervisory Board
Member of the Bank shall be parties to which none of the following items currently apply, or have applied
recently.
(1) A party that holds the Bank as a major transaction counterparty, or in the case where the party is a
corporation, etc., a person who executes its business.
(2) A party that is a major transaction counterparty of the Bank, or in the case where the party is a corporation,etc., a person who executes its business.
(3) A consultant, accounting specialist, or legal specialist, etc., who receives a significant amount of cash orother assets from the Bank, aside from executive remuneration.
(4) An employee, etc., of a consulting firm, accounting firm, or legal firm, etc., that holds the Bank as a majortransaction counterparty.
(5) A party that receives a significant amount of donations, etc., from the Bank, or in the case where the party
is a corporation, etc., a person who executes its business.
(6) A major shareholder of the Bank, or in the case where the party is a corporation, etc., a person who
executes its business.
(7) A close relative of a person listed below (excluding insignificant persons).
 Parties to which (1) to (6) above apply.
 A Director, Audit & Supervisory Board Member, Executive Officer, or significant employee, etc., of the
Bank or its subsidiaries.
 Definition of “recently”

 Definition of “majortransaction
counterparty”

 Definition of“corporation, etc.”
 Definition of“significant amount”

 Definition of “close
relative”
 Definition of“insignificant persons”

Refers to cases that can be viewed as effectively current; for example,
includes cases that were applicable at the time that the content of the proposal
for election of the Outside Director or Outside Audit & Supervisory Board
Member at the General Meeting of Shareholders was determined, etc.
Evaluation shall be made based on the standard of whether or not suchtransactions constitute greater than 1% of consolidated sales (consolidated
operating gross business profit in the Bank’s case) for the most recent fiscal
year. Additionally, if the company in question applies IFRS, the standard shallbe based on a standard of whether or not such transactions constitute greaterthan 1% of revenue.
Includes organizations other than corporations.
An average of over 10 million yen per year over the past three years. Provided
however, it excludes cases of donations to corporations with businessobjectives of public welfare (limited to corporations established under the“Act on Authorization of Public Interest Incorporated Associations and Public
Interest Incorporated Foundations”).
Relatives within the second degree.
Persons who are the Executive or General Manager level of companies, andpersons who are affiliated with accounting firms and legal firms, etc., and are
certified public accountants or attorneys, etc., are deemed “significant.”
Persons who are not included in the above persons are deemed “insignificant.”10(For your reference) Skills Matrix of Outside Officers
In order for the Board of Directors to fulfill its roles and duties effectively, the Bank needs a certain number ofmembers of the Board who have a thorough knowledge of the Bank’s operations and its issues. In addition, theBank believes that it is important that the diversity of knowledge, experiences and skills of the Board members ismaintained.
Because of such viewpoint, the Bank maintains a basic policy of appointing Outside Officers (Directors andAudit & Supervisory Board Members) from among individuals outside the organization who have diverse
knowledge and backgrounds.
The skills matrix of the Bank’s incumbent Outside Officers and candidates is as below.
Note: The matrix below does not describe all knowledge and experiences possessed by each person. It
indicates three areas in which each is expected especially to display his/her expertise, based on his/her experienceand other characteristics.
Area in which expertise comes in most useful
Name

Position

Corporate
management/governance

Finance

Kayo Tashita

Director●

Sokichi Kurosawa

Director●

Miyako Hamano

Director●

Eiji Kanzawa

Director

●

●

●

●

Audit &
Supervisory
Takeshi Kadota
Board
MemberAudit &
Supervisory
Yasuyoshi Wada
Board
MemberAudit &
Supervisory
Kiyohito Yamasawa
Board
Member●DigitalLegal affairs
transformation/compliance/technology

Global●●Environment Academic/society
experience

●
●
●

●

●
●

●

●

●

1
1

●

●

Proposal No. 3: Determination of Details of Stock Options as Stock-Based Compensation for Directors
The Bank obtained approval of shareholders at the 125th Annual General Meeting of Shareholders held on
June 25, 2008, in relation to the amount and details of stock-based compensation for directors, to allot stockacquisition rights as stock options as stock-based compensation to directors .
Considering that the resolution regarding the details of stock options as stock-based compensation wasclarified under the enforcement of the Act Partially Amending the Companies Act, etc., this Proposal is proposed
to obtain the approval that the addition of the new terms of stock options (as underlined) to those approved, andthat the allocation of stock acquisition rights to directors in the same way as before and below.
Persons eligible for the allotment shall be executive directors of the Bank, and if Proposal No.2 is approved
as originally proposed, there will be seven (7) executive directors eligible for the allotment.
The decision of allocation and payment period of stock-based compensation to each director will be left tothe discretion of the Board of Directors.
The amount of compensation as the stock options is limited to be within 100 million yen per annum as
approved at the 125th Annual General Meeting of Shareholders. The specific compensation amount will be
the amount obtained by multiplying the fair value per stock acquisition right calculated on the allotment dateof stock acquisition rights by the number of stock acquisition rights to be allotted.
The details of stock options in this Proposal are to supplement that resolved at the 125th Annual General
Meeting of Shareholders in accordance with the requirements clarified under the Act Partially Amending theCompanies Act, and do not change in substance.
1. Reason why granting of stock acquisition rights as compensation is appropriate
The reason is to further raise motivation and morale of directors of the Bank in contributing to themedium- to long-term enhancement of the business performance and improvement of corporate value of the
Bank by further strengthening the linkage between the Bank’s business performance and share value so thatthey can share not only the benefits from an increase in stock prices but also the risks associated with a drop
in stock prices with shareholders.
The Bank set forth a Policy Regarding the Determination of Details of Remunerations, etc. of Directors on
an Individual Basis at the Board of Directors meeting held on February 19, 2021, an outline of which isstated on pages 29-30. The granting of stock acquisition rights under this Proposal is in line with suchpolicy and there is no intention to make any changes such policy even if this Proposal is approved.
2. Details of the stock acquisition rights(1) Total number of stock acquisition rights and class and number of shares to be issued or transferred
upon exercise of such stock acquisition rights
Number of stock acquisition rights to be granted: the total number of stock acquisition rights to be
granted shall be up to 1,500 units per annum.
Number of shares to be issued or transferred upon exercise of the stock acquisition rights: the class ofshares to be issued or transferred shall be the Bank’s common stock and the total number of those shallbe up to 150,000 shares per annum.
Number of shares to be issued or transferred upon exercise of each of the stock acquisition rights(hereinafter referred to as the “Number of Shares to be Allotted”) shall be one hundred (100) shares.
In the event that it becomes appropriate to amend the Number of Shares to be Allotted due to amerger, company split, allotment of shares without contribution, stock split, or stock consolidation
conducted by the Bank, the Bank shall make adjustments as deemed necessary.
(2) Amount to be paid in for the stock acquisition rights (issuance value)
The amount to be paid in for the stock acquisition rights shall be the amount calculated based on theBlack Scholes Model on the allotment date of such stock acquisition rights. The person who has beenallotted the stock acquisition rights shall set off the compensation claim he/she holds against the Bankin lieu of the amount to be paid in.
(3) Amount of assets to be contributed upon exercise of the stock acquisition rights
The amount of assets to be contributed upon exercise of the stock acquisition rights shall be theamount obtained by multiplying the price per share to be issued or transferred upon exercise of thestock acquisition rights, which shall be deemed one (1) yen, by the Number of Shares to be Allotted.
(4) Period during which the stock acquisition rights are exercisable
The period during which the stock acquisition rights are exercisable shall be twenty-five (25) years
from the day following the allotment date of such stock acquisition rights.
(5) Main conditions for exercising of the stock acquisition rights
A holder of the stock acquisition rights may exercise such rights in the period as described in (4)above, but only until the day on which ten (10) days have elapsed from the day following the date on
which he/she loses his/her position as Director.
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(6)

Restriction on acquisition of stock acquisition rights through transfer
Acquisition of stock acquisition rights through transfer shall be required the approval of the Bank’s
Board of Directors.
(7) Reasons and conditions for acquisition of the stock acquisition rights
1) The Bank may acquire the stock acquisition rights without the consideration if any holder of thestock acquisition rights becomes unable to exercise or renounces such rights due to any reasons suchas ceasing to meet the conditions for exercising such rights as described in (5) above.
2) The Bank may acquire the stock acquisition rights without the consideration on the day separately
prescribed by the Bank’s Board of Directors in the case of that one of the following proposals isapproved at the Bank’s General Meeting of Shareholders (or, if approval of the General Meeting of
Shareholders is not required, is resolved at the Bank’s Board of Directors):
a. a proposal for merger agreement where the Bank shall be dissolved,
b. a proposal for absorption-type company split agreement, or an incorporation-type company
split plan where the Bank shall be split,c. a proposal for share exchange agreement, or a share transfer plan where the Bank shallbecome a wholly-owned subsidiary.
3) The Bank may acquire the stock acquisition rights without the consideration if any holder of thestock acquisition rights violates any provision of the stock acquisition rights allotment agreement.
(8) Other terms of the stock acquisition rights
Other terms in relation to the stock acquisition rights shall be set forth by the Board of Directors that
determines matters concerning subscription to the stock acquisition rights.

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