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)
May 29, 2020
To Shareholders with Voting Rights:
Shoichi Yumoto
President
The Hachijuni Bank, Ltd.
178-8, Okada,
Nagano-city, JapanNOTICE OF CONVOCATION OF
THE 137TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
The 137th 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 18, 2020 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 19, 2020 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 theBank’s 137th Fiscal Year (from April 1, 2019 to March 31, 2020)
2. Consolidated Financial Statements for the Bank’s 137th Fiscal Year (fromApril 1, 2019 to March 31, 2020) 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 Three (3) Directors
Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members

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 theBank 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 theBank’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.,” “Matters Regarding
Accounting Advisor,” and “Others” of the Business Report(2) “Statement of Changes in Shareholders’ Equity” and “Notes to the Non-consolidated FinancialStatements” 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 3,914,104,384 yen(3) Effective date of distribution
June 22, 2020
2. Appropriation of surplus
To strengthen the corporate structure in preparation for the future, the Bank proposes to reverse 13.0
billion 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
13,000,000,000 yen(2) Item and the amount of surplus to be decreased
Retained earnings brought forward 13,000,000,000 yen
1.

3

Proposal No. 2: Election of Three (3) Directors
With the expiration of the terms of office of three (3) Directors: Yoshiyuki Yamaura, Yuichi Sato, andKayo Tashita, the following three (3) candidates are proposed to be elected as Directors.
(Reference) List of Candidates for Director
No.

123

To bereappointed
To be newlyappointed
To bereappointed

Name

Current position

Yuichi SatoManagingDirector

Attendance atBoard ofDirectors
meetings
15/ 15(100%)

Shinji Sato

Executive Officer―Director

15/ 15(100%)

Kayo Tashita

Outside Director
IndependentDirector

4

No.

12Career Summary
Number of(Positions, responsibilities at the Bank and significant concurrent
shares of thepositions)Bank held
Apr. 1984 Joined the Bank
Jun. 2003 General Manager, Fujimi Branch, then became General
To be reappointed
Manager, Kawanakajima Branch,
assigned to Loan Control Department,
Yuichi SatoGeneral Manager, Risk Management Department,(Jun. 11, 1960)
19,220General Manager, Planning and Coordination
Age: 60Shares
Department
MaleJun. 2013 Executive Officer and General Manager, Iida Branch
Jun. 2015 Managing Executive Officer and General Manager,
Attendance atTokyo Business Department
Board ofJun. 2017 Managing Executive Officer and General Manager,
Directors
Head Office Business Department
meetings:Jun.
2018
Managing Director
15 / 15
In charge of Planning and Coordination Department,(100%)
Financial Market Department
To the present[Reasons for selection as a candidate]
Mr. Yuichi Sato possesses a wealth of operational experience from involvement in business, andplanning and coordination divisions, and is well versed in the operations of the Bank. Additionally, hehas served as Director from June 2018, and is fulfilling his duties and responsibilities appropriately. TheBank has judged that he will continue to contribute to the management of the Bank through his wealth ofexperience and advanced views, and has thus selected him as a candidate for Director.
To be newly Apr. 1985 Joined the Bank
appointedJun. 2004 General Manager, Sakuchuo Branch,
assignedto Loan Control Department
General Manager, Ikebukuro Branch
Shinji Sato
General Manager, Personal Banking Department(Jul. 9, 1962)
General Manager, Nagoya Branch
Age: 57
16,181
General Manager, Showadori Business Department
MaleShares
General Manager, Komoro Branch
Attendance at Jun. 2017 Executive Officer and General Manager, Komoro
BranchBoard ofJun. 2018 Executive Officer and General Manager, Ueda Branch
Directors
to the present
meetings:―[Reasons for selection as a candidate]
Mr. Shinji Sato possesses a wealth of operational experience from involvement in business divisions,and is well versed in the operations of the Bank. The Bank has judged that he will contribute to themanagement of the Bank through his wealth of experience and advanced views, and has thus selectedhim as a candidate for Director.
Name(Date of birth)

5No.

3Career Summary(Positions, responsibilities at the Bank and significant concurrentpositions)
To be reappointed Apr. 1990 Registered as an attorney (Nagano Bar Association)
Apr. 1991 Employed by Miyazawa Law OfficeOutside Director Apr. 1996 Established Tashita Law Office
Oct. 2007 Committee Member, Nagano Prefecture Personnel
Independent
CommitteeDirector(current position)
Apr. 2014 Chairperson, Nagano Bar Association
Kayo Tashita(retired in March 2015)(Apr. 2, 1963) Jun. 2016 Director, the Bank
Age: 57to the presentFemale
Name(Date of birth)

Number ofshares of theBank held

4,250
SharesAttendance atBoard ofDirectors
meetings:
15 / 15(100%)[Reasons for selection as a candidate]
Ms. Kayo Tashita possesses high specialization and wealth of experience from involvement in corporate
law as an attorney, and is fulfilling her duties as an Outside Director appropriately by providing
supervision and advice to the management of the Bank from an independent standpoint. Although Ms.
Kayo Tashita has not previously participated in corporate management, the Bank has judged that she
will continue to contribute to the management of the Bank through her high specialization and wealth ofexperience, and has thus selected her as a candidate for Outside Director.

(Notes) 1. There are no special interest relationships between the candidates for Director and the Bank. Although Ms. KayoTashita has a deposit account with the Bank and engages in ordinary transactions on a consistent basis, thereshould be no impact on judgements by shareholders and investors in light of the scale of transactions to the Bank’sdeposits and their nature.
2. Ms. Kayo Tashita is a candidate for Outside Director. Additionally, the Bank has designated Ms. Kayo Tashita asan Independent Director under regulations of the Tokyo Stock Exchange, and made a submission designating her
as such to the aforementioned Exchange.
3. Ms. Kayo Tashita has served as Outside Director of the Bank since June 2016, and her term will have been four
years as of the conclusion of this General Meeting of Shareholders.
4. Under Article 29 of the Articles of Incorporation, the Bank has made an agreement with Ms. Kayo Tashita to limit
her liability for damages to the minimum liability amount to the extent that she has acted in good faith withoutgross negligence during the course of her duties. (See Article 423, Paragraph 1 and Article 425, Paragraph 1 of theCompanies Act.) The Bank plans to continue said agreement when she is reappointed as a Director.
5. 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.
6. Age of each candidate is stated in Western style method as of the date of this General Meeting of Shareholders.

6Proposal No. 3: Election of Two (2) Audit & Supervisory Board Members
With the expiration of the term of office of two (2) Audit & Supervisory Board Members: Koichi Sakai andKiyohito Yamasawa, it is proposed that the following two (2) candidates be elected as Audit & Supervisory
Board Members. This proposal has received approval from the Audit & Supervisory Board.
Candidates for Audit & Supervisory Board MemberNo.

Name(Date of birth)

Career Summary(Positions at the Bank and significant concurrent positions)

Number ofshares of theBank held

To be newly
appointedApr. 1988 Joined the BankFeb. 2009 Senior Deputy General Manager, Komoro Branch, thenbecame General Manager, Iidaekimae Branch, GeneralChishu
Manager, International and Treasury Department
MinemuraJun. 2017 General Manager, Risk Management Department(Mar. 28, 1966)
to the present
Age: 54Male
9,806
Attendance atsharesBoard ofDirectors
meetings:―
Attendance at
Audit &Supervisory
Board meetings:―[Reasons for selection as a candidate]
Mr. Chishu Minemura possesses a wealth of operational experience from involvement in business, internationaland risk management divisions, and is well versed in the operations of the Bank. Additionally, he has insights
into finance and accounting. The Bank has judged that he is capable of providing management supervisionfunctions, and has thus selected him as a candidate for Audit & Supervisory Board Member.
17No.

Name(Date of birth)

Career Summary(Positions at the Bank and significant concurrent positions)

Number ofshares of theBank held

To be reappointed Apr. 1980 Assistant Professor, Faculty of Engineering, Shinshu
University
Outside Audit & Oct. 1993 Professor, Faculty of Engineering
Supervisory
Oct. 2009 President of Shinshu University (retired September 2015)
Board Member Jun. 2016 Audit & Supervisory Board Member, the Bank
to the present
IndependentAuditor

2Kiyohito
Yamasawa(Aug. 4, 1944)
Age: 75
Male7,985
sharesAttendance atBoard ofDirectors
meetings:
13 / 15(86.6%)
Attendance at
Audit &Supervisory
Board meetings:
12 / 14(85.7%)[Reasons for selection as a candidate]
Mr. Kiyohito Yamasawa possesses advanced views as an educator through many years of service as auniversity instructor, and a wealth of experience in university management as a dean. He is fulfilling his duties
as an Outside Audit & Supervisory Board Member appropriately by providing supervision to the managementof the Bank from an independent standpoint. The Bank has judged that he will continue to be capable ofproviding management supervision functions, and has thus selected him as a candidate for Audit & Supervisory
Board Member.
(Notes) 1. There are no special interest relationships between the candidates for Audit & Supervisory Board Members and theBank. Although Mr. Kiyohito Yamasawa has a deposit account with the Bank and engages in ordinary transactions
on a consistent basis, there should be no impact on judgements by shareholders and investors in light of the scaleof transactions to the Bank’s deposits and their nature. In addition, Mr. Kiyohito Yamasawa served as a dean atShinshu University, and the Bank has general transactions with the university, including deposits and loans, andalso makes donations to the university.
2. Mr. Kiyohito Yamasawa is a candidate for Outside Audit & Supervisory Board Member. Additionally, the Bank
has designated Mr. Kiyohito Yamasawa as an Independent Auditor under regulations of the Tokyo Stock Exchange,
and made a submission designating him as such to the aforementioned Exchange.
3. Mr. Kiyohito Yamasawa has served as Outside Audit & Supervisory Board Member of the Bank since June 2016,and his term will have been four years as of the conclusion of this General Meeting of Shareholders.
4. Under Article 39 of the Articles of Incorporation, the Bank has made an agreement with Mr. Kiyohito Yamasawa
to limit his liability for damages to the minimum liability amount to the extent that he has acted in good faithwithout gross negligence during the course of his duties. (See Article 423, Paragraph 1 and Article 425, Paragraph
1 of the Companies Act.) The Bank plans to continue said agreement when he is reappointed as an Outside Audit &Supervisory Board Member.
5. Other than those provided above, there are no items required to be disclosed concerning the proposal to elect Audit& Supervisory Board Members as defined under Article 76 of the Ordinance for Enforcement of the Companies
Act.
6. Age of each candidate is stated in Western style method as of the date of this General Meeting of Shareholders.

8(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 theTokyo 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 appliedrecently.
(1) A party that holds the Bank as a major transaction counterparty, or in the case where the party is acorporation, 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 whoexecutes 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 theBank or its subsidiaries.
 Definition of “recently”

 Definition of “majortransaction
counterparty”

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

 Definition of “closerelative”
 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.”

9