The transactions pursuant to the share exchange described in this press release involve securities of aJapanese company. The share exchange is subject to disclosure requirements of Japan that are different fromthose of the United States. Financial information included in this document, if any, was excerpted fromfinancial statements prepared in accordance with foreign accounting standards that may not be comparable
to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal
securities laws, since the issuer is located in Japan and some or all of its officers and directors reside outsideof the United States. You may not be able to sue a Japanese company or its officers or directors in a
Japanese court for violations of the U.S. securities laws. It may be difficult to compel a Japanese company
and its affiliates to subject themselves to a U.S. court’s judgment. You should be aware that the issuer may
purchase securities otherwise than under the 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 theevent of any conflict or discrepancy between this document and the Japanese-language original, theJapanese-language original shall prevail in all respects.

September 28, 2022

To Whom It May Concern:
Company Name:
Representative:
Securities Code:The Hachijuni Bank, Ltd.
President, Masaki Matsushita
8359(Tokyo Stock Exchange, Prime Market)

Company Name:
Representative:
Securities Code:The Nagano Bank, Ltd.
President, Hitoshi Nishizawa
8521(Tokyo Stock Exchange, Standard Market)

Notice Regarding Basic Agreement on Business Integration between The Hachijuni Bank, Ltd. and The
Nagano Bank, Ltd.
The Hachijuni Bank, Ltd. (Director and President Masaki Matsushita) (hereinafter, “Hachijuni Bank”)
and The Nagano Bank, Ltd. (President Hitoshi Nishizawa) (hereinafter, “Nagano Bank”; Hachijuni Bankand Nagano Bank are collectively referred to as the “Banks”) announce that the respective meetings of theBoard of Directors of the Banks held today resolved to enter a basic agreement with an aim to realize
business integration (hereinafter, the “Business Integration”) as stated below, and the Banks haveexecuted a basic agreement as of today (hereinafter, the “Basic Agreement”).
1.

Background of the Business Integration
The Banks are regional banks with head offices located in Nagano Prefecture, each engaged infinancial intermediation function, and developed with the regional community by maintaining stablefinancial system and providing broad range of financial services.
Nagano Prefecture, where the Banks mainly operate business, is surrounded by majestic natural1

environment created by three-thousander mountain ranges and clear rivers. Its economy is driven bymanufacturers including precision machinery which is suited to abundant water resources and clean
air. It has various additional appeals that draws global attention, such as the rich tourist resources,
regional culture that developed through long history, and Japan’s No.1 prefecture in terms oflongevity.
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 causedby the prolonged low interest rate environment, the Banks are expected to provide detailed functions
and services, expand to new business fields; develop technologies including for during and after theCOVID-19 pandemic and for digitalization; and to respond to the transformation of social structures
such as decarbonization. The Banks believe that their role in the regional community will become
increasingly important.
Under this business environment, the Banks concluded that the best option for contributing to thedevelopment of stakeholders of the Banks is to join forces under the shared mission of regional
development to build a sound management foundation; reinforce the financial intermediation
function; and establish a sustainable business model that matches the change in customers’ needs andtransformation of social structure. Consequently, the Banks have resolved to promote discussions andanalysis toward the Business Integration based mutual trust and equal footing.
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 and human 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:(1) Utilization of human assets and transformation of corporate culture
The Banks will transform their corporate culture to enable better response to the change of times,
with maximum use of human assets that will be the driving force for the growth anddevelopment of the Banks, promote mutual resource exchange, and optimal resource allocation
to the areas of business to be strengthened.
(2) Enhancement of financial intermediation functions and financial servicesBy combining the expertise, information and networks of the Banks and utilizing the groupcompanies, the Banks will promote development and growth of the regional industries bystrengthen relationship-based banking, core business support, and actively providing risk money.
In addition, the Banks will improve the convenience of settlement transactions and asset
formation, and use of loans, and provide services corresponding to their customers’ needs byexpanding digital channels and services.
(3) Enhancing expansion of business fields
The Banks will contribute to further development of regional industries and improvement ofquality of life of local residents by concentrating the Banks’ human assets, information, andexpertise to expand the new business fields that resolve regional issues.
(4) Strengthening business foundation

2The Banks will build a sound business foundation that will enable continued contribution to theregional community by providing stable functions and services, by improving businessefficiency through consolidation and abolition of redundant branches, etc., streamlining andintegrating headquarter organizations, and with shared systems and administration, etc.
4.

Structure of the Business Integration(1) Structure
The Business Integration aims to use the structure of share exchange with Hachijuni Bank as thewholly-owning parent company and Nagano Bank as the wholly-owned subsidiary (hereinafter,the “Share Exchange”), considering the speed of various procedures and expenses concerning
the Business Integration, among other matters.
The Banks will promote discussions and reviews with aims to make Hachijuni Bank as thewholly-owning parent company and Nagano Bank as the wholly-owned subsidiary by the Share
Exchange by June 1, 2023, subject to obtaining approval by the Meeting of the General
Shareholders of Nagano Bank and the necessary permits and approvals by relevant authorities
for the Business Integration.
In addition, the Banks will promote review with the basic policy to merge about two years after
the effective date of the Share Exchange to maximize the effect of the integration.
(2) Policy on listing of Nagano Bank
As the Nagano Bank will become a wholly-owned subsidiary of Hachijuni Bank as a result of
the Share Exchange, the shares of Nagano Bank are scheduled to be delisted from the Tokyo
Stock Exchange ahead of the effective date of the Share Exchange.
(Note) The structure of the Business Integration may change in the process of on-going discussions
and reviews between the Banks for procedural and other reasons.

5.

Share Exchange Ratio
The ratio of share exchange for the Share Exchange shall be agreed upon in the definitive agreementof the Business Integration (hereinafter, “Definitive Agreement”), based on various factors including
the result of due diligence to be conducted, and results of calculation of the ratio of share exchangeby third-party organizations employed separately by the Banks, and according to good faith
discussions between the Banks.

6.

Establishment of the Business Integration Committee
For smooth realization of the Business Integration, the Banks will establish a Business Integration
Committee jointly chaired by the President of the Banks and concentrate on the discussion regarding
the Business Integration.

7.

Schedule of the Business Integration
September 28, 2022 (today)
January 2023 (planned)
March 2023 (planned)
May 30, 2023 (planned)
June 1, 2023 (planned)

Execution of the Basic Agreement
Execution of the Definitive Agreement
Extraordinary Meeting of the Shareholders of Nagano Bank (forresolution to approve the Share Exchange agreement)
Delisting of Nagano Bank
Effective Date of the Share Exchange(Note 1) Above is a plan as of present, and may change subject to discussions between the Banks among otherthings. In addition, implementation of the Business Integration requires procedures including approval under the3Banking Act and permits and approvals under the Act on Special Measures concerning Act on Prohibition ofPrivate Monopolization and Maintenance of Fair Trade to Maintain Provision of Fundamental Services
Pertaining to Regional Motor Carrier Services for Ride-Sharing by General Passengers and Banking Business orfiling with the Japan Fair Trade Commission. We will promptly disclose in case of any delay in the schedule ofthe Business Integration in relation to various procedures.
(Note 2) The Share Exchange is expected to fall under simplified share exchange for Hachijuni Bank and isplanned to be executed without approval by the Meeting of General Shareholders of Hachijuni Bank. Finalconfirmation on the requirement for approval by the Meeting of General Shareholders of Hachijuni Bank will beobtained by the execution of the share exchange agreement regarding the Share Exchange.

8.

Overview of the Banks(1) Overview of the Companies

Trade nameHead office address
Title and Name ofRepresentative
Description ofbusiness
CapitalEstablished
Number of issued
sharesFiscal year
Total assets(consolidated)
Net assets(consolidated)
Balance of deposits(non-consolidated)
Outstanding balance ofloans (nonconsolidated)
Number of employees(consolidated)
Number of branches

Wholly-owning parent company after theshare exchange
The Hachijuni Bank, Ltd.
178-8 Ooaza Nakagosho Aza Okada,
Nagano-City
President, Masaki Matsushita

Banking52.2 billion yen
August 1, 1931
Common Stock: 511,103,411

13.0 billion yen
November 15, 1950
Common Stock: 9,258,856

Year ending March 31
13,343.7 billion yen

Year ending March 31
1,267.2 billion yen

912.6 billion yen

50.0 billion yen

8,066.6 billion yen

1,073.8 billion

5,974.0 billion yen

647.8 billion yen

3,569

652

151

53
Hachijuni Bank owns 152,000 shares ofNagano Bank common stocks.
Not applicable.
None other than ordinary interbank
transactions.
Not applicable.

Human Relationship
Business relationship
Status as Related Party

Major shareholder
and its shareholding
ratio

President, Hitoshi Nishizawa

Banking

Capital Relationship
Relationship of theBanks(As of March 31, 2022）
Wholly-owned subsidiary after the shareexchange
The Nagano Bank, Ltd.
2-9-38 Nagisa, Matsumoto-City

The Master Trust Bank ofJapan, Ltd. (Trust account)

13.58%The Master Trust Bank ofJapan, Ltd. (Trust account)

8.35%

Custody Bank of Japan, Ltd.
(Trust account)

3.95%

Nagano Bank Employee
Shareholding Association

6.97%

4

Meiji Yasuda Life Insurance
Company(Standing proxy: Custody
Bank of Japan, Ltd.)
Nippon Life Insurance
Company (Standing proxy:
The Master Trust Bank ofJapan, Ltd.)STATE STREET BANKAND TRUST COMPANY
505223 (Standing proxy:Mizuho Bank, Ltd.,
Settlement & Clearing
Services Division)

3.64%

Custody Bank of Japan, Ltd.
(Trust account)

4.19%

2.77%

Custody Bank of Japan, Ltd.
(Trust account No.4)

3.50%

2.76%

The Tochigi Bank, Ltd.

1.83%

Shin-Etsu Chemical Co., Ltd. 2.41%

Kissei Pharmaceutical Co.,
Ltd.

1.83%

Showa Shoji Co., Ltd.

2.41%

Kankuro Ueshima

1.67%

MUFG Bank, Ltd.

2.07%

The Hachijuni Bank, Ltd.

1.67%

2.05%

DFA INTL CAP VALUE
PORTFOLIO (Standing
proxy: Citibank N.A., TokyoBranch)

1.18%

1.97%

Sompo Japan Insurance Inc.

1.12%

Aioi Nissay Dowa InsuranceCo., Ltd. (Standing proxy:Master Trust Company ofJapan, Ltd.)NORTHERN TRUST CO.
(AVFC) SUB A/C USLNON-TREATY (Standingproxy: The Hong Kong andShanghai Banking
Corporation Limited, Tokyo
Branch, Custody ServicesDept.)(2) Outline of performance for most recent three years (unit: million yen, unless otherwisestated)
The Hachijuni Bank, Ltd.
Fiscal YearNet
Assets(consolidated)
Total
Assets(consolidated)
Net asset per share(yen)(consolidated)
Ordinary
income(consolidated)

FY2019FY2020

The Nagano Bank, Ltd.

FY2021FY2019FY2020

FY2021

748,432

909,694912,698

51,10354,59750,074

10,470,547

12,160,638

13,343,796

1,140,580

1,165,410

1,267,229

1,512.45

1,850.68

1,856.25

5,633.59

5,998.49

5,492.29

163,637

152,604

151,349

22,852

21,89919,7855

Gross operating profit(non-consolidated)
Net operating profit(non-consolidated)Core business net
operating profit (nonconsolidated)
Ordinary
income(consolidated)
Net profit attributableto parent company(consolidated)

9.

87,114

83,27481,754

11,466

11,689

11,14532,34030,37832,835

870

2,366

964

24,28428,472

28,917

2,467

3,445

1,617

33,44732,14738,047

2,172

1,799

1,917

22,07722,384

26,667

1,302

1,188

1,336

Net income per share(yen)(consolidated)

44.80

45.73

54.46

145.00131.83147.97

Dividend(yen)

14.00

14.00

16.00

55.00

50.00

50.00

pershare

Outlook
The impact of the Business Integration on consolidated earnings of the Banks for the fiscal year
ending March 2023 is expected to be minimal at the moment. Occurrence of an event that requires
revision of financial results will be disclosed promptly.
End of document[Contact Information]
The Hachijuni Bank, Ltd.
The Nagano Bank, Ltd.

Planning and Coordination Department
General Planning Department

6KimuraKobayashi

TEL 026-224-5512
TEL 0263-27-3312