The transactions pursuant to the share exchange described in this document involve securities of a Japanese company. The
share exchange is subject to disclosure 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 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 outside of 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 the event of any
conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shallprevail in all respects.

Reference Documents <Attached Materials> for the
Extraordinary Meeting of the Shareholders
Proposal No. 1: Approval of the Share Exchange Agreement1.

Details of Financial Statements pertaining to the Most Recent
Business Year (Fiscal Year Ended March 31, 2022) of The Hachijuni
Bank, Ltd.
····································································1(P.16 of the Notice of Convocation “6. Matters Related to Financial Statements,etc.”)

THE NAGANO BANK, LTD.
Securities Code: 8521

Details of Financial Statements pertaining to the Most Recent Business Year (Fiscal Year Ended
March 31, 2022) of The Hachijuni Bank, Ltd.

Business Report for the 139th Fiscal Year (from April 1, 2021 to March 31, 2022)

1

Particulars Regarding Current Status of the Bank

(1) Progress, Outcomes, etc., of Business■ Principal Line of Business of the Bank
The Bank engages in such businesses as deposits, loans, sale of trading securities, securities investment,
domestic exchange, foreign exchange, trust, and financial instruments intermediary service, and provides awide variety of financial products and services to regional community.
■ Financial and Economic Environment
The overall Japanese economy lacked strength in FY2021 as personal consumption remained sluggish
because it heavily depended on the infection situation of COVID-19, while exports and capital investment
picked up due to the recovery of overseas economies. In Nagano Prefecture, which is the major businessbase for the Bank, the overall economy remained sluggish due to the slow recovery of non-manufacturingindustries despite the improvement of the manufacturing sector. In terms of production, exports and capital
investment increased in large part due to a growing demand for information technology (“IT”), but thegrowth slowed down in second half of the fiscal year due to the shortage of semiconductors and othercomponents. As for personal consumption, sales of large retail stores were strong thanks to higher demandfor home cooking and prepared food, whereas restaurants and hotels in the service sector were affected by
the rebound of the COVID-19 epidemic. Housing investment was in line with the previous year, public
investment maintained the high level due to large-scale construction projects, such as road maintenance anddisaster resilience.
Financially, against the backdrop of declining US long-term interest rates, the yield on the 10-year
Japanese government bond (JGB) dropped to just over 0%, and then temporarily rebounded to the level
above 0.1% because investors had expectations for normalization of monetary policies across the globe.
―1―After that, following a seesawing phase depending on the outbreak situation of the omicron variant, in thesecond half of the fiscal year, the 10-year JGB yield gradually went up as interest rates rose globally,
topping 0.2% at the end of the fiscal year.
The stock market remained at a standstill because of concerns about delayed economic recovery due tothe rebound of the COVID-19 epidemic, and at the same time, rising expectation for normalization of thedomestic economy supported by accelerated vaccination programs. After mid-year, stock prices
continuously fluctuated to a large extent with expectation for the result of general election of lower housemembers as well as mounting global concerns about inflation driven by rising commodity prices. In
addition, increased geopolitical risk over Ukraine caused the overall market to remain highly volatile by theend of the year.
■ Progress, Outcomes, etc., of Business
Under such financial and economic circumstances, the Bank has developed the Medium-Term
Management Vision 2021: Supporting Customers and the Region by “Finance × Nonfinance × Relations”
as a vision to transform its business model according to customers’ needs and changing social environment.
Under this vision, aiming to realize the five themes, namely “Sustainability as a core element of business
management,” “Deepening life support business,” “Providing comprehensive financial services andfunctions,” “Digital reform of business operations and organization,” and “Personnel system reform tosupport growth and job satisfaction,” the Bank has engaged in a broad range of activities to contribute to
the development of the regional community, as it sets out in its Management Philosophy.
○ Theme 1: Sustainability as a core element of business management
The Bank, as one of the leading regional banks of Japan, has worked to solve regional social challenges
through both financial and non-financial services in order to contribute to the sustainable development of
the regional community.
Setting out the “Hachijuni Bank Group’s Sustainable Investment and Lending Policy” as part of its
financial initiatives, the Bank aims to achieve a sustainable finance of cumulative ¥1.5 trillion by FY2030
in order to solve environmental problems and social challenges and contribute to the achievement of asustainable society. We launched new products in relation to sustainable finance “SDGs loan,”“Sustainability Link Loan (“SLL”)” and “Positive Impact Finance (“PIF”).” In addition, we established“Hachijuni Sustainability No.1 Fund” with our new subsidiary, Hachijuni Investment Co., Ltd. In
December 2021, starting with selling “SDGs foreign currency time deposits,” designed to donate a portion―2―

of foreign exchange commissions, we are expanding SDGs initiatives in corporation with customers.
Among non-financial initiatives, as our 90th Anniversary Commemorative Project, we, together with
Hachijuni Culture Foundation, started promoting local cultural inheritance activities which subsides
organizations engaged in local cultural inheritance activities rooted in communities, including traditional
culture, folk performing arts, and traditional dietary culture. Further, volunteer activities aiming forpreservation of terraced rice paddies in Nagano Prefecture were carried out and rice harvested was donatedto organizations operating children’s cafeterias.
In September 2021, our program for decarbonization was adopted as Japan’s Ministry of theEnvironment “portfolio carbon analysis pilot program support project for financial institutions.” We
acquired knowledge on how to measure greenhouse gas emissions in relation to our customers.
Centering on Sustainability Supervision Office under the Planning and Coordination Department,
established in June 2021, the Bank will enhance the framework for promoting sustainability initiatives andthereby continue to actively conduct a wide range of activities for by helping customers’ efforts for
decarbonization.
○ Theme 2: Deepening life support businessWe aim to be a lifetime transaction bank that supports every area of customers’ lives by making financial
services more sophisticated and expanding non-face-to-face transactions in addition to improving nonfinancial services.
For expansion of non-financial services, we started providing the “Hachijuni Life Support Services” thatcan solve a wide range of problems in customers’ daily life, such as garden pruning, housekeeping, housecleaning, etc.
As more sophisticated financial services, the Trust Group was set up under the Business Promotion
Department and started providing new trust services for individuals with the Bank as trustee in order tomeet the asset management needs of our elderly customers and the inheritance and asset transfer needs tothe next generation. For housing loans, we increased the lineup of products with illness benefits that covers
all types of illnesses and injuries without charging additional interest rates. To reinforce consulting
functions for individual customers, we set up a new circle for acquiring FP 1st grade and CFP
qualifications to encourage employees to voluntarily develop their skills. We also developed the consulting
system targeting high-net-worth individuals by assigning financial advisors with expertise and know-how.
Together with our new subsidiary, Hachijuni Asset Management Co., Ltd., we will endeavor to make ourfinancial services more sophisticated.
―3―

○ Theme 3: Providing comprehensive financial services and functions
Through expansion of consulting service menu and the group functions, we aim to be a bank thatprovides one-stop solution to a broad range of areas in business customers’ corporate management.
To provide business customers with solution to corporate management challenges, the Bank, incollaboration with Hachijuni System Development Co., Ltd., launched the IT Consulting service to help
them improve their business operations and enhance their service capabilities based on digital technology.
Furthermore, the Bank has launched a new training program for acquiring qualification of IT coordinators
to enable staff at sales branches to respond to customers’ various needs for IT utilization and digitalization.
For customers interested in personnel systems for work style reform and securing human resources, theBank began offering the Human Resources Consulting in collaboration with Nagano Economic ResearchInstitute. To assist in using subsidies, such as “monozukuri subsidy” and “business restructuring subsidy,”
the headquarters and staff at sales branches worked together to provide support for customers’ application
procedures and in their development of business strategies in the age of coexisting with COVID-19.
We set up new investment funds worth ¥30,000 million in total jointly with Hachijuni Investment Co.,
Ltd., which is a new investment-dedicated subsidiary founded in October 2021. By utilizing financial services
through both investment and lending and exercising concerted consulting functions across the Group, we will
always right by our business customers and support their growth.
○ Theme 4: Digital reform of business operations and organization
The Bank is working to develop a new business model through operational efficiency and developmentof new services by utilizing digital technology and data solution.
In June 2021, we established the Digital Transformation Department and the Digital Promotion Group
under the Planning and Coordination Department which are responsible for enhancing customers’
convenience and improving operational excellency through digitalization. To enhance customer
convenience, the Bank introduced the Visit Reservation System on a trial basis designed to reduce
customers’ waiting time for over-the-counter consultation. With the introduction of “Hachijuni Electronic
Contracting Service” and the expanded lineup of web-contracting products, loan procedures can becompleted only on the website. In addition, our newly introduced “Hachijuni Business Matching System”
allows us to quickly respond to a wide range of business needs of our customers, including expansion ofsales channels. By introducing the smartphone application “Wallet+” and AI-driven sales staff support
system, now under development, we will commit ourselves to continued efforts to develop and provide
innovative money services.
―4―○ Theme 5: Personnel system reform to support growth and job satisfaction
The Bank has continued implementing personnel system and work style reform to respond to thediversification of employees’ values and lifestyles and worked to build an organization where each andevery employee can realize their personal growth and feel satisfied at work.
The Diversity Promotion Office in charge of promoting work style reform and diversity was put in place
under the Personnel Department in June 2021. Under the new Basic Policy on Diversity & Inclusion, we
aim to cultivate a corporate culture where a diverse range of human resources, regardless of gender or age,can fully exercise their potential, and improve organizational strength with fresh new ideas. To support
career building for employees, the Bank put in place the Career Development Group under the Personnel
Department and introduced the Professional Course as part of building the framework that responds to each
person’s career plan. Aiming to help each employee realize their personal growth and feel satisfied at workand thereby become a bank group preferred by customers, we will commit ourselves to personnel reform.
○ Branch
In May 2021, Agematsu Branch was relocated in the new town hall building of Agematsu town and
Direct Loan Branch and Hachijuni Call Center were integrated into Direct Branch which consolidates nonface-to-face operations. In July, Naganoekimae Branch was relocated and its access to and from Nagano
Station improved. In October, Niigata Corporate Sales Office catering to business customers wasestablished to promptly respond to inquiries from business operators in Chuetsu and Kaetsu regions of
Niigata Prefecture. The new building of Iwamurada Branch was reconstructed on the same site. This first
Net Zero Energy Building (“ZEB”) in the Group is shared by Hachijuni Lease Co., Ltd.
Earnings results for FY2022 are as follows:○ Non-Consolidated Business Results
Ordinary income increased ¥327 million from a year earlier to ¥111,915 million due to increases in gains
on money held in trust and in gains on sales of bonds.
Ordinary expenses decreased ¥4,885 million from a year earlier to ¥80,550 million mainly due todecreases in provision of allowance for loan losses.
As a result, ordinary profit increased ¥5,213 million year on year to ¥31,365 million.
Profit increased ¥3,878 million year on year to ¥22,396 million.
On a consolidated basis, ordinary profit increased ¥5,899 million from the previous year to ¥38,047
million and profit attributable to owners of parent increased ¥4,283 million to ¥26,667 million.
―5―

○ Deposits and Loans and Bills Discounted
Outstanding balance of deposits increased ¥395.8 billion to ¥8,066.6 billion from a year earlier mainly
owing to increases in deposits from individuals.
Outstanding balance of loans and bills discounted increased ¥386.5 billion to ¥5,974.0 billion mainly due
to an increase in loans to the Japanese government. Outstanding balance of business loans to SMEs
increased ¥25.7 billion to ¥1,695.3 billion, whereas outstanding balance of personal loans increased ¥67.9
billion to ¥1,312.3 billion.
○ Securities
The Bank secured stable profits through keeping a close watch on the market movement and flexible
trading. Outstanding balance of securities decreased ¥524.0 billion to ¥2,809.8 billion mainly due to adecrease in Japanese government bonds and foreign securities.
○ Others
The total capital ratio, which indicates the soundness of the Bank, is 19.06 % on a consolidated basis and17.62 % on a non-consolidated basis, maintaining the highest level in the banking industry.
■ Issues to Be Addressed
As we move into the third year of the COVID-19 pandemic, people have been gradually accustomed to
the new way of lifestyle and thinking. Not only digital transformation (“DX”) and work style reform, butalso worldwide sustainability initiatives, such as SDGs and decarbonization, are currently positioned asimportant challenges in corporate activities, and overall society is rapidly changing.
To deal with such changes in business environment and continue to contribute to the development of theregional community, the Bank has developed the Medium-Term Management Vision 2021. Setting thesustainability as a core element of business management to continue to be a bank group preferred by theregional community, the Bank will strive to transform its business model and improve profitability.
Specifically, for business customers that work on business strategies in the age of coexisting with
COVID-19 and intend to enhance corporate value from new perspectives, such as DX and decarbonization,
we will expand the Group’s business area and put together all the resources in the Group to meet their
expectations in every aspect of corporate management, including financial services, human resources,
goods and information, and jointly create a vibrant regional community.
Meanwhile, to respond to an increasingly diverse life plans in the era of the 100-year lifespan, we will be
more capable of supporting a full range of customers’ lives through active use of digital technology and―6―

provide safe, secure and convenient money services so that we can be preferred throughout the life of acustomer.
To develop human resources in charge of transforming business models, we will drastically revamp our
personnel system to encourage each and every employee to change their mindset and behavior so that they
can think and act on their own with a sense of urgency. We will build better working environment where
employees with diverse values can fully exercise their potential and thereby evolve into a highly attractive
corporate group.
Instead of staying within traditional banking business, we will expand our business area to non-financial
services to enhance its profitability and, as the leading regional bank in Nagano Prefecture over the past 90
years, continue to contribute to the development of the regional community with all our business activities.
We would like to express our utmost gratitude for the patronage of our shareholders, and we will commit
ourselves to making every effort to live up to expectations of people in the regional community. Thank you
for your continued support.

―7―

(2) Status of Property and Profits and Losses
FY2018Deposits(Millions of yen)
FY2019FY2020

FY2021

6,746,895

6,989,187

7,670,775

8,066,627

Time deposits

2,369,820

2,360,604

2,398,680

2,436,170

Others4,377,075

4,628,583

5,272,094

5,630,457

5,310,562

5,443,996

5,587,528

5,974,071

Individuals

1,176,531

1,216,227

1,244,386

1,312,385

SMEs

1,513,671

1,526,454

1,669,635

1,695,376

Others2,620,360

2,701,314

2,673,507

2,966,309

Trading account assets

13,37329,55912,157

13,370

Trading account liabilities

4,356

3,444

3,066

4,279

2,771,528

2,920,426

3,333,897

2,809,850

1,001,092

1,000,867

1,181,165

820,553

383,801

362,245352,304

308,214Loans and bills discounted

Securities
Government bonds
Local government bonds
Others1,386,634

1,557,313

1,800,426

1,681,082

Total assets

10,394,621

10,413,208

12,075,029

13,265,200

Domestic Exchange Transactions

50,824,472

51,783,906

48,304,817

50,221,596

million dollars

million dollars

million dollars

million dollars

Ordinary profit

21,831
29,02420,90028,021

22,63926,152

24,376
31,365

Profit21,83019,562

18,51722,396

Foreign Exchange Transactions

Profit per share
Trust property
Trust fees

yen

yen

yen

yen

43.85

39.69

37.83

45.74

395

378

347

673

2

2

2

7

(Note) 1. Yen figures less than a unit have been rounded down.
2. Loans and bills discounted for individuals and SMEs include overdrafts and exclude loans from overseas branch
and loans from special international financial transactions account.
3. Profit per share is computed by dividing profit by the average number of issued and outstanding shares (less thenumber of treasury shares) for the period.

―8―

<Reference> Consolidated business results in past years(Millions of yen)
FY2018FY2019FY2020

FY2021

Ordinary income

160,013

163,637

152,604

151,349

Ordinary profit

34,35433,44732,14738,047

Profit attributable to owners ofparent22,492

22,07722,384

26,667

Net assets

765,509748,432

909,694

912,698

Total assets

10,451,533

10,470,547

12,160,638

13,343,796(Note) 1. Yen figures less than a unit have been rounded down.
2. From the consolidated fiscal year under review, the presentation of dividends from group credit life insurance ischanged from Ordinary income to decrease in Ordinary expenses. This change is reflected in Ordinary income forthe fiscal year ended March 31, 2021 and earlier.

(3) Status of Employees
As of the End of the Fiscal Year
Number of employees

3,067

Average age

42 years4 months old

Average years of service

16 years2 months

Average monthly salary

367 thousand yen(Note) 1. Figures for average age, average years of service, and average monthly salary are each rounded off to the closest
whole number.
2. Number of employees excludes temporary workers and contract workers.
3. Average monthly salary is the average monthly salary in the month of March 2022 excluding bonus.

―9―(4) Status of Business Offices, etc.
A. Number of business offices
As of the End of the Fiscal Year
Nagano Prefecture(include number of
sub-offices)
131 branches( 9 )Niigata Prefecture

4

(

—

)

Tokyo Metropolitan

6

(

—

)

Saitama Prefecture

5

(

—

)

Gunma Prefecture

2

(

—

)

Aichi Prefecture

1

(

—

)

Gifu Prefecture

1

(

—

)

Osaka Prefecture

1

(

—

)

Domestic total

151

( 9 )

Asia

1

(

—

)

Overseas total

1

(

—

)

Total

152

( 9 )

(Note) 1. Other than the above, as of the end of the fiscal year, 3 overseas representative offices, 221 out-of-branch automatedteller machines (“ATMs”), 13,501 out-of-branch ATMs affiliated with Lawson Bank, Inc. (In Nagano Prefecture:
172, outside Nagano Prefecture: 13,329), 24,681 out-of-branch ATMs affiliated with Seven Bank, Ltd. (In Nagano
Prefecture: 488, outside Nagano Prefecture: 24,193), and 12,100 out-of-branch ATMs affiliated with E-net Co.,
Ltd. (In Nagano Prefecture: 144, outside Nagano Prefecture: 11,956) are installed. In addition, the Bank has set up
1 sales office exclusive for corporate transactions, which does not engage in over-the-counter sales following the
deregulation of branch openings.
2. Since 11 (including 2 sub-offices) out of 131 branches in Nagano Prefecture have been relocated within anotherbranch by taking a branch-in-branch method, the number of sites is 120.

B. New branches established during the fiscal year
There are no matters to report.
(Note) 1. Installation of new out-of-branch ATMs (2 sites)
Delicia Nakagomi, Delicia Garden Akashina―10―

2. Removal of out-of-branch ATMs (8 sites)
Olympus Corporation Nagano Facility Tatsuno, Nishikomago, Sansai, Nakagomi, Hakubahappo Bus Terminal,
Hirata, Murayama-ekimae, and Shinshu University Hospital East Ward

C. List of bank agents
There are no matters to report.
D. Status of Bank Agency Business, etc. Conducted by the Bank
There are no matters to report.

(5) Status of Facilities and Equipment Investment
A. Total amount of facilities and equipment investment(Millions of yen)
Total amount of facilities and equipment investment

4,313

B. New significant facilities and equipment established(Millions of yen)
Details

AmountSoftwareIntroduction, upgrade, etc. of office equipment and computer
system equipment
Reconstruction of Shimizu Apartment
Reconstruction of Building of Iwamurada Branch

1,266
845
553
366

(6) Status of Parent Company and Significant Subsidiaries, etc.
A. Status of Parent Company
The Bank does not have a parent company.

―11―

B. Status of Subsidiaries, etc.

Company name

Hachijuni Securities Co.,Ltd.

Hachijuni Lease Co., Ltd.
Hachijuni Card Co., Ltd.
Hachijuni Credit Guarantee
Co., Ltd.
Hachijuni System
Development Co., Ltd.

Hachijuni Capital Co., Ltd.

Hachijuni Staff Service Co.,Ltd
Yamabiko Services Co.,Ltd.
Hachijuni Auto Lease Co.,
Ltd.

Address

1277-2 MinamiIshido-cho, Ooaza
Minami-Nagano,
Nagano-shi, Nagano,Japan
218-14 Okada, Ooaza
Nakagosho, Naganoshi, Nagano, Japan
218-11 Ooaza
Nakagosho, Naganoshi, Nagano, Japan
178-2 Aza Okada,Ooaza Nakagosho,
Nagano-shi, Nagano,Japan
178-13 Aza Okada,Ooaza Nakagosho,
Nagano-shi, Nagano,Japan
1282-11 MinamiIshido-cho, Ooaza
Minami-Nagano,
Nagano-shi, Nagano,Japan
178-2 Aza Okada,Ooaza Nakagosho,
Nagano-shi, Nagano,Japan
178-2 Aza Okada,Ooaza Nakagosho,
Nagano-shi, Nagano,Japan
218-14 Okada, Ooaza
Nakagosho, Naganoshi, Nagano, Japan

Line of businessTrading of securities,
intermediary, brokerage andagency for securities trading

Votingrights ratio
Shareof
Otherscapital subsidiaries, etc. heldby the Bank
million yen

%

—

3,000

100.00

Leasing200

100.00—Credit card business30

100.00—Credit guarantee service

30

100.00—Development of computer
systems

40

5.00

—

Investment business

200

10.00

—

Dispatching workers, paid
employment placement,
administrative agent

20

100.00—Credit collection andmanagement

510

99.00

—

Leasing

100

0.00

—

―12―

Hachijuni AssetManagement Co., Ltd.
Hachijuni Investment Co.,Ltd.

4-1-22 NihonbashiMuromachi, Chuo-ku,
Tokyo, Japan
1282-11 MinamiIshido-cho, Ooaza
Minami-Nagano,
Nagano-shi, Nagano,
Japan

Investment management
service200

100.00—Investment business30

100.00—C. Overview of significant business alliances
1. The Bank offers cash withdrawal service and other interoperable ATM services through All Japan
Card Service (“ACS”), the alliance of 62 regional banks.
2. The Bank has tied up with 62 regional banks, major commercial banks, trust banks, member banks
of Second Association of Regional Banks, shinkin banks, credit unions, finances of whole Japan
Agricultural Cooperatives and Marine Bank of Japan Fisheries Cooperative (including The
Norinchukin Bank and Shinren), and labor banks (meaning the partnership called “MICS”), andhas offered cash withdrawal service, etc. through mutual use of ATMs.
3. Through the alliance with Chigin Network Service Co., Ltd. (a company co-funded by 62 regionalbanks; “CNS”), the Bank offers the data transmission services, such as general transfers andaccount transfers with business partners, and deposit and withdrawal statements.
4. The Bank has tied up with E-net Co., Ltd. and offered cash withdrawal, depositing services, etc. via
jointly installed ATMs.
5. The Bank has tied up with Seven Bank, Ltd. and offered cash withdrawal, depositing services, etc.
via the company’s ATMs.
6. The Bank has tied up with Lawson Bank, Inc. and offered cash withdrawal, depositing services,
etc. via the company’s ATMs.
7. The Bank has developed and offered its shared system to member banks of the Juudankai (namely
The Yamagata Bank, Ltd., Tsukuba Bank, Ltd., The Musashino Bank, Ltd., The Awa Bank,
Limited. The Miyazaki Bank, Ltd., and Bank of The Ryukyus, Limited).
8. The Bank has tied up with JAPAN POST BANK Co., Ltd. and offered cash withdrawal, depositing
services, etc. through mutual use of ATMs.
9. The Bank has tied up with 6 shinkin banks in Nagano Prefecture (namely THE ALUPUSCHUOSHINKIN BANK, THE IIDA SHINKIN BANK, UEDA SHINKIN BANK, SUWA SHINKIN
BANK, NAGANO SHINKIN BANK, MATSUMOTO SHINKIN BANK; This partnership is―13―

called “Gurutto Shinshu Net”), and has made available cash withdrawal service, etc. throughmutual use of ATMs for free of charge or at reduced fees.
10.The Bank has tied up with THE TOHO BANK, LTD. and The Gunma Bank, Ltd., and has madeavailable cash withdrawal service, etc. through mutual use of ATMs for free of charge or at
reduced fees.

(7) Status of Business Transfer, etc.
There are no matters to report.

(8) Other Important Matters Regarding Current Status of the Bank
There are no matters to report.

―14―

2

Particulars Regarding Company Officers (Directors and Audit & Supervisory
Board Members)(1) Status of Company Officers
Name

Positions and responsibilities

Kayo Tashita
Soukichi Kurosawa
Miyako Hamano

ChairmanInternal Audit Department
President
Digital Transformation Department
General Secretariat
Tokyo Liaison Office
Deputy President
Planning and Coordination Department
Financial Market Department
Operations Administration Department
Loan Control Center, Operation Center
Head Office Center, Matsumoto Center
Managing Director
Loan Control Department
Managing Director
Risk Management Department
Personnel Department
General Affairs Department
Managing Director
General Manager, Matsumoto Business
Department
Managing Director
Business Planning Department
Business Promotion Department
International Department
Computer Systems Department
Outside Director
Outside Director
Outside Director

Eiji Kanzawa

Outside Director

Shoichi Yumoto
Masaki Matsushita

Takahiko Asai

Yuichi Sato
Hiroyuki Miyahara

Shinji Sato

Shohei Hidai

Yoshimi Kitazawa
Chishu Minemura
Takeshi Kadota

Fulltime Audit & Supervisory Board
MemberFulltime Audit & Supervisory Board
MemberOutside Audit & Supervisory Board―15―

Significant concurrent
positions

Others

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—
—
—
President and CEO of
KISSEI COMTEC CO.,LTD.

Attorney
—
—

—

—

—

—

—

—

—

Member
Outside Audit & Supervisory Board
Yasuyoshi Wada——
MemberOutside Audit & Supervisory Board
Kiyohito Yamasawa——
Member(Note) The Bank has designated all Outside Directors and Outside Audit & Supervisory Board Members as independent
directors under regulations of the Tokyo Stock Exchange and made a submission designating them as such to theaforementioned Exchange.

(2) Remunerations of Company Officers, etc.

A. Matters regarding the policy on determining directors’ compensation on an individual basis
At the Bank, the Board of Directors, held on February 19, 2021, passed a resolution on the policy
on determining directors’ compensation on an individual basis. Before such board resolution, withregard to the proposal subject to resolution, the Board of Directors receives advice and proposal fromthe Nominating and Compensation Committee. The Nominating and Compensation Committee is anadvisory body of the Board of Directors, which consists of three or more directors including at least
one independent outside director.
In addition, the Board of Directors confirmed that, with regard to directors’ compensation, etc. on
an individual basis for the fiscal year under review, the method of determining the compensation, etc.
and the compensation determined were consistent with the compensation policy approved by the
Board of Directors, while respecting the proposal from the Nominating and Compensation
Committee, and determined that they were in accordance with such compensation policy.
The policy on determining directors’ compensation on an individual basis is as follows:
1. Basic Policy
As for the basic policy for directors’ remuneration, the Bank adopts a system that makes the
remuneration act as an incentive for directors to enhance their motivation for contributing to
improving business performance and increasing corporate value, and run business from theperspectives of management that puts shareholders first, and ensures that the remuneration of
directors on an individual basis shall be determined at an appropriate level based on duties andachievements, etc. of each director. Specifically, directors’ remuneration is composed of fixedamount compensation, performance-linked compensation, and non-monetary compensation.
Only fixed-amount compensation shall be paid to outside directors in view of his duties.
2. Policy on determining the amount of fixed-amount compensation on an individual basis (including
policies on determining timing and conditions of providing compensation, etc.)
Fixed-amount compensation shall be monthly fixed compensation, which shall be determined,
based on position, responsibilities, and years in office, by comprehensively taking into account the
Bank's business performance and other companies’ standards, etc.
3. Policy on determining performance indicator used for performance-linked compensation and thecalculation of the amount or number of performance-linked compensation (including policies ondetermining timing and conditions of providing compensation, etc.)―16―Performance-linked compensation shall be positioned as a short-term incentive designed toincrease directors’ motivation to contribute to improvement of performance and boost their moral,
and by using profit, which is the final result of a fiscal year, as a performance indicator, the amountcalculated according to the amount of non-consolidated profit for each fiscal year shall be paid in
cash at a certain time of every year.
4. Policy on determining non-monetary compensation and the calculation of the amount or number of
non-monetary compensation (including policies on determining timing and conditions of providing
compensation, etc.)
Non-monetary compensation shall be positioned as an incentive designed to share not only
benefits from rising stock prices but also the risks from falling stock prices with our shareholders,
and thus increase directors’ motivation to contribute to improving medium- to long-term
performance and increasing corporate value and boost their moral. Non-monetary compensation
shall be stock options (share options). The unit number of stock acquisition rights to be allocated toeach director shall be the number obtained by dividing the amount of stock options prescribed foreach position by (a fair value for determining the number of such stock acquisition rights per suchstock acquisition rights) within the upper limit approved at the General Meeting of Shareholders, andshall be allocated within one year after the date on which the Annual General Meeting of
Shareholders is held; provided, however, that this shall be within the unit number per year approvedat the General Meeting of Shareholders.
5. Policy on determining the ratio of fixed-amount compensation amount, performance-linked
compensation amount, and non-monetary compensation amount to the amount of directors’compensation on an individual basis
Ratio of compensation of each director by type shall be an appropriate ratio according to position
based on the basic policy. The total amount of compensation by type used as a premise fordetermining the ratio of the amount of compensation of each director is as follows:
Compensation amounts by type (Resolution of the General Meeting of Shareholders held on June 25,
2008)• As for directors’ remuneration, the Bank introduces three types of remuneration: fixed-amountcompensation, performance-linked compensation, and stock-based compensation. (However, thisdoes not include the portion of employee’s salary for directors who concurrently serve as
employees.)i. The monthly amount of fixed-amount compensation is limited to be within ¥25 million.
ii. Performance-linked compensation is based on the Bank’s profit.
iii. The form of stock-based compensation is stock options (share options). The amount of stockacquisition rights to be allocated is limited to be within ¥100 million a year (which is up to 1,500
units per year, and up to 150,000 shares of common stock per year).
―17―• Upper limit of performance-linked compensation by profit level
Profit level

Remuneration standards

Up to ¥10 billion
More than ¥10.0 billion and up to¥15.0 billion
More than ¥15.0 billion and up to¥20.0 billion
More than ¥20.0 billion and up to¥25.0 billion
More than ¥25.0 billion and up to¥30.0 billion
More than ¥30.0 billion and up to¥35.0 billion
More than ¥35.0 billion—¥40 million¥50 million¥60 million¥70 million¥80 million¥90 million

6. Matters regarding the policy on determining directors’ compensation on an individual basis
The authority regarding the amount of compensation on an individual basis shall be delegated to
President based on a board resolution, and the authority covers the amount of fixed-amountcompensation and the amount of performance-linked compensation for each director and the numberof units of stock acquisition rights allocated to each director. The Nominating and Compensation
Committee shall deliberate on matters related to directors’ compensation, and give advice andrecommendations to the Board of Directors, and based on such advice and recommendation, President
shall determine the amount of fixed-amount compensation and the amount of performance-linked
compensation for each director and the number of units of stock acquisition rights allocated to eachdirector.

―18―

B. Total amount of remuneration, etc. of directors and audit & supervisory board members(Millions of yen)
Total amount of remuneration, etc. by type
Category

Total amount of
remuneration, etc.

Fixed-amountcompensation

Performancelinked
compensation

Non-monetarycompensation

Number of
officers covered

Directors (include
outside directors)

314
(18)

207
(18)

60
(—)

47
(—)

13
(4)

Audit & supervisoryboard members(include outside
audit & supervisoryboard member)

75
(16)

75
(16)

—
(—)

—
(—)

5
(3)

Total (include
outside officers)

389
(35)

282
(35)

60
(—)

47
(—)

18
(7)

(Note) 1. Includes two directors who resigned during the fiscal year.
2. Performance Indicator used for performance-linked compensation is profit, which was ¥22,396 million for the
fiscal year. This indicator was chosen because it represents the final result of a fiscal year. The Bank determines
the remuneration standards of performance-linked compensation according to profit level.
3. The form of non-monetary compensation is stock options (share options), and conditions, etc. in allocating stockacquisition rights shall be as described in “A. Matters regarding the policy on determining directors’compensation on an individual basis.”
4. The monthly amount of fixed-amount compensation for directors was determined to be within ¥25 million at the125th Annual General Meeting of Shareholders held on June 25, 2008. The number of directors was 9 as of theconclusion of the said General Meeting of Shareholders.
Aside from fixed-amount compensation, it was determined at the 125th Annual General Meeting of Shareholders
held on June 25, 2008 that the amount of stock acquisition rights in the form of stock options to be allocated islimited to be within ¥100 million a year (which is up to 1,500 units per year, and up to 150,000 shares ofcommon stock per year) The number of directors was 9 as of the conclusion of the said General Meeting of
Shareholders.
5. The monthly amount of fixed-amount compensation for audit & supervisory board members was determined to
be within ¥8 million at the 125th Annual General Meeting of Shareholders held on June 25, 2008. The number ofaudit & supervisory board members was 5 as of the conclusion of the said General Meeting of Shareholders. The
said amount of compensation shall be allocated through consultation between audit & supervisory board
members.
6. The Board of Directors has delegated the authority to determine the amount of fixed-amount compensation andthe amount of performance-linked compensation for each director and the number of units of stock acquisitionrights allocated to each director to President Masaki Matsushita (responsible for Digital Transformation
Department, General Secretariat, and Tokyo Liaison Office). The reason for the delegation is that the Board of―19―

Directors determined that President is appropriate to take into account overall business performance of the Bankand evaluate the performance of each director. Before deciding on any matter delegated, the Nominating andCompensation Committee is to confirm the validity of such decision.

(3) Liability Limitation Agreement
Name

Overview of liability limitation agreement

Kayo Tashita
Soukichi Kurosawa
Miyako Hamano
Eiji Kanzawa
Takeshi Kadota

The Bank has made an agreement with these seven company officers
to limit their liability for damages to the minimum liability amount to
the extent that they have acted in good faith without gross negligenceduring the course of their duties in accordance with Article 423,
Paragraph 1 of the Companies Act.

Yasuyoshi Wada
Kiyohito Yamasawa(4) Indemnification Agreements
A. Indemnification agreements with incumbent company officers
There are no matters to report.
B. Matters regarding performance of indemnification agreements
There are no matters to report.

(5) Matters Regarding Directors and Officers Liability Insurance Contract
The Bank has entered into the directors and officers liability insurance contract, as outlined below.
[Range of the insured]
Directors, Audit & Supervisory Board Members, and Executive Officers of the Bank
[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 due to 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 taken with the knowledge that such actions are in violation of laws andregulations.
―20―

(iii) Measures to prevent appropriateness of directors’ and officers’ duties from being undermined
The insurance contract provides for exemption from liability in certain amount, below which
damages are not covered. It also provides for a reduced rate at which the Bank bears the risk atcertain rate.

―21―

3

Matters Concerning Outside Officers(1) Status of Concurrent Holding of Positions by Outside Officers
Mr. Eiji Kanzawa holds a concurrent position of President and CEO of KISSEI COMTEC CO., LTD.
The Bank has ordinary transactions, including deposits and loans and bills discounted, with KISSEICOMTEC CO., LTD.

(2) Status of Main Activities of Outside Officers
Name

Term of office

Kayo Tashita

5 years and 9monthsSoukichi Kurosawa

4 years and 9monthsMiyako Hamano

9 months

Eiji Kanzawa

9 months

Main activities
Ms. Kayo Tashita attended all of 14 meetings of the Board of Directors held
during the fiscal year and has expressed opinions mainly from a professional
viewpoint as an attorney. She has served as the chair of the Nominating andCompensation Committee and be involved in the selection of director
candidates and deliberation on director remuneration of the Bank from an
independent standpoint. By doing so, she has fulfilled expected roles as outside
director.
Mr. Kurosawa attended 13 of 14 meetings of the Board of Directors held during
the fiscal year and has expressed opinions mainly based on a wealth ofexperience in the financial sector and diverse knowledge of organizational
operations. He has served as a member of the Nominating and Compensation
Committee and be involved in the selection of director candidates anddeliberation on director remuneration of the Bank from an independent
standpoint. By doing so, he has fulfilled expected roles as outside director.
Ms. Miyako Hamano attended all of 10 meetings of the Board of Directors held
during the fiscal year and expressed opinions mainly from a professional
viewpoint in the global field. She has served as a member of the Nominating
and Compensation Committee and be involved in the selection of director
candidates and deliberation on director remuneration of the Bank from an
independent standpoint. By doing so, she has fulfilled expected roles as outside
director.
Mr. Eiji Kanzawa attended all of 10 meetings of the Board of Directors held
during the fiscal year and expressed opinions mainly from a professional
viewpoint in the DX field. He has served as a member of the Nominating andCompensation Committee and be involved in the selection of director
candidates and deliberation on director remuneration of the Bank from an
independent standpoint. By doing so, he has fulfilled expected roles as outside
director.

―22―

Mr. Takeshi Kadota attended all of 14 meetings of the Board of Directors and
14 meetings of the Audit & Supervisory Board held during the fiscal year andTakeshi Kadota
has expressed opinions mainly based on a wealth of experience and diverse
knowledge about international finance and corporate investment.
Mr. Yasuyoshi Wada attended all of 14 meetings of the Board of Directors and6 years and 9 14 meetings of the Audit & Supervisory Board held during the fiscal year andYasuyoshi Wada
months has expressed opinions mainly based on a wealth of experience in theadministrative field and diverse knowledge of organizational operations.
Mr. Kiyohito Yamasawa attended all of 14 meetings of the Board of Directors
5 years and 9 and 14 meetings of the Audit & Supervisory Board held during the fiscal year
Kiyohito Yamasawa
months and has expressed opinions mainly based on a wealth of academic experienceand diverse knowledge of organizational operations.
(Note) For Ms. Miyako Hamano and Mr. Eiji Kanzawa, the Board of Directors meetings held after their appointment onJune 25, 2021 are covered.
14 years and 9months(3) Remunerations of Outside Officers, etc.
Officers paid

Remuneration, etc. from the Bank Remuneration, etc. from the parent, etc. of the(Million yen)
Bank (Million yen)

Total amount of7
35 (—)
remuneration, etc.
(Note) Any amount other than fixed-amount compensation is stated in brackets.

(4) Opinions of Outside Officers
There are no matters to report.

―23―

—

4

Particulars Regarding Stock of the Bank

(1) Number of Shares

Total number of authorized shares
Total number of issued and outstanding shares

2,000,000 thousand shares
511,103 thousand shares(Note) Any fraction less than a thousand unit for the number of shares is rounded off.

(2) Number of Shareholders as of the End of the Fiscal Year

19,687(3) Major Shareholders
Investment in the Bank

Name

Number of shares held

Stock ownership ratio

in thousand%

The Master Trust Bank of Japan, Ltd. (Trust Account)

66,518

13.58

Custody Bank of Japan, Ltd. (Trust Account)

19,350

3.95

Meiji Yasuda Life Insurance Company

17,867

3.64

Nippon Life Insurance Company

13,6002.77

STATE STREET BANK AND TRUST COMPANY 505223

13,5292.76

Shin-Etsu Chemical Co., Ltd.

11,8302.41

Showa Shoji Co., Ltd.

11,8202.41

MUFG Bank, Ltd.

10,182

2.07

Aioi Nissay Dowa Insurance Co., Ltd.
10,041
2.05
NORTHERN TRUST CO. (AVFC) SUB A/C USL NON9,669
1.97
TREATY(Note) 1. Any fraction less than a thousand unit for the number of shares held is rounded off, and the stock ownership ratio
are rounded off to two decimal places.
2. The Stock ownership ratio is computed by dividing the number of shares held by the number of issued andoutstanding shares (less the number of treasury shares).

(4) Stocks Held by Officers
There are no matters to report.

―24―

5

Matters Regarding Accounting Auditors(1) Status of Accounting Auditors
Name
Deloitte Touche Tohmatsu LLC
Designated Limited Liability Partner
Designated Limited Liability Partner
Designated Limited Liability Partner

Remuneration for the fiscal year
¥71 million
Megumi Yanaga
Masahiko Mutsuda
Masaki Ishio

Others(Note 2)
(Note 3)(Note) 1. Audit remuneration of the audit as stipulated in the Companies Act and that of the audit as stipulated in the Financial
Instruments and Exchange Act are not clearly separated in the contract between the Bank and the accounting
auditor and cannot be separated in real terms. Accordingly the sum of these is stated in the above remuneration for
the fiscal year.
2. Reasons the Audit & Supervisory Board gave consent to the amount of remuneration of each accounting auditor
Based on the “Audit & Supervisory Board Members' Audit Standards” and other rules, the Audit & Supervisory
Board of the Bank confirmed the content of audit plans, the status of performance of duties for accounting audit,
the basis for calculation of remuneration estimates, and other relevant matters with regard to accounting auditors,
and analyzed and examined the appropriateness of the remuneration, and as a result found each item appropriate
and reasonable and considered it possible to maintain audit quality. Accordingly the Audit & Supervisory Board
gave the consent of the remuneration of the accounting auditors as required in Article 399, Paragraph 1 of theCompanies Act.
3. The total amount of remuneration payable to the accounting auditors by the Bank and its subsidiaries is ¥94 million.

(2) Liability Limitation Agreement
There are no matters to report.

(3) Indemnification Agreements
A. Indemnification agreements with incumbent accounting auditors
There are no matters to report.
B. Matters regarding performance of indemnification agreements
There are no matters to report.

(4) Other Matters Regarding Accounting Auditors
A. Policies for determination of dismissal or refusal of reelection of accounting auditors
If an accounting auditor falls under any of the items of Article 340, Paragraph 1 of the Companies
Act, the Audit & Supervisory Board shall dismiss the accounting auditor subject to unanimous approval
from audit & supervisory board members.
If the Audit & Supervisory Board determines that it is appropriate to dismiss or refuse the reelection―25―

of an accounting auditor due to other reasons that impair independence or eligibility, the Audit &Supervisory Board, based on its decision, submit a proposal for the dismissal or the refusal of reelectionof the accounting auditor to the General Meeting of Shareholders.
B. In the case of a large company provided for in Article 444, Paragraph 3 of the Companies Act, the factthat a certified public accountant (including a foreign certified public accountant prescribed in Article
16-2, Paragraph 5 of the Certified Public Accountant Act) other than a bank’s accounting auditors, oran audit corporation (including persons having the qualifications equivalent to those qualifications in aforeign state) engages in audit (limited to an audit under the Companies Act or the Financial Instruments
and Exchange Act (including foreign laws and regulations equivalent to these Acts)) of accounting
documents (including documents equivalent thereto) concerning important subsidiaries of the bank, if
any.
There are no matters to report.

―26―

6

Matters Regarding Accounting Advisors(1) Liability Limitation Agreement
There are no matters to report.

(2) Indemnification Agreements
A. Indemnification agreements with incumbent accounting advisors
There are no matters to report.
B. Matters regarding performance of indemnification agreements
There are no matters to report.

―27―

Non-consolidated Balance Sheet as of March 31, 2022
Account nameAmountAssetsCash and due from banks

4,031,655

Cash
Due from banks

122,352
3,909,303

Call loans
Monetary claims bought

20,000116,411

Trading account assets
Trading securities

13,370731

Trading account financial derivatives
Other trading account assets
Money Held in Trust
Securities

4,640
7,998
79,4482,809,850

Government bonds
Local government bonds

820,553
308,214

Corporate bonds
Stocks524,690
507,908

Other securities
Loans and bills discounted

648,484
5,974,071

Bills discounted
Loans on bills

13,031
139,384

Loans on deeds
Overdrafts

5,166,696
654,959

Foreign exchanges
Due from foreign banks (our accounts)
Foreign bills bought
Foreign bills receivable
Other assets
Domestic exchange settlement account, debit

30,54626,3133,800
432
132,81221

Prepaid expenses
Accrued revenue

779
7,144

Margin deposits for futures transactions
Financial derivatives

60
35,813

Cash collateral paid for financial instruments
Other

13,53875,454

Tangible fixed assets
Buildings, net

25,924
11,155Land
Leased assets, net

10,776324

Construction in progress
Other tangible fixed assets

923
2,744

Intangible fixed assets
SoftwareLeased assets
Other intangible fixed assets
Prepaid pension costs
Customers' liabilities for acceptances and guarantees
Allowance for loan losses
Total assets

Account name
Liabilities
Deposits
Current deposits
Ordinary deposits
Savings deposits
Time deposits
Installment savings
Other deposits
Negotiable certificates of deposit
Call money
Securities sold under repurchase agreements
Cash collateral received for securities lent
Trading account liabilities
Trading account financial derivatives
Borrowed money
Borrowings from other banks
Foreign exchanges
Due to foreign banks (our accounts)
Foreign bills sold
Foreign bills payable
Borrowed money from trust account
Other liabilities
Domestic exchange settlement account, credit
Income taxes payable
Accrued expenses
Unearned revenue
Reserve for interest on installment savings
Variation margins of futures markets
Financial derivatives
Cash collateral received for financial instruments
Lease liabilities
Asset retirement obligations
Other
Provision for retirement benefits
Provision for reimbursement of deposits
Provision for contingent loss
Deferred tax liabilities
Acceptances and guarantees
Total liabilities
Net assets
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for tax purpose reduction entry of non-current assets

General reserve
Retained earnings brought forward
Treasury shares
Total shareholders’ equity
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Total valuation and translation adjustments
Share acquisition rights
Total net assets

4,471
3,876
0
594
23,756
38,113(35,232)
13,265,200

Total liabilities and net assets―28―(Millions of yen)Amount
8,066,627
366,975
5,002,443
58,5802,403,977
32,193
202,457
156,457
1,504,861
53,041
322,484
4,279
4,279
2,080,959
2,080,959
960
10
228
720
360
81,636
8
1,653
4,217
1,749
0
93
14,461
7,542
354
144
51,411
10,236499
1,341
109,329
38,113
12,431,189
52,24332,55729,6092,948
477,569
47,610429,959
1,095
399,600
29,263(11,576)
550,794
267,274
15,670282,945271
834,011
13,265,200

Non-consolidated Statements of Income
for the Fiscal Year Ended March 31, 2022 (from April 1, 2021 to March 31, 2022)
Account name
Ordinary income
Interest income
Interest on loans and discounts
Interest and dividends on securities
Interest on call loans
Interest on deposits with banks
Other interest income
Trust fees
Fees and commissions
Fees and commissions on domestic andforeign exchanges
Other fees and commissions
Gain on trading account transactions
Net gain on trading securities
Net gain on trading account financial
derivatives
Net gain on other trading accounttransactions
Other ordinary income
Gain on foreign exchange transactions
Gain on sale of bonds
Gain on redemption of bonds
Other
Other Income
Recoveries of written off receivables
Gain on sale of equity securities
Gain on money held in trust
Other
Ordinary expenses
Interest expenses
Interest on deposits
Interest on negotiable certificates ofdepositInterest on call money
Interest expenses on securities soldunder repurchase agreements
Interest expenses on cash collateral
received for securities lentInterest on borrowings and rediscounts
Interest expenses on interest rate swaps
Other interest expenses
Fees and commissions payments
Fees and commissions on domestic andforeign exchanges
Other fees and commissions
Other ordinary expenses
Loss on sale of bonds
Loss on financial derivatives
General and administrative expenses(Millions of yen)Amount111,915
72,67641,922
26,874
33
3,255
589
7
17,847
5,515
12,332198
29166
110,941
1,226
9,714
0
0
10,243
19
4,669
4,267
1,287
80,550
4,289
594
7
(167)
102
291
270
3,175
13
7,893
905
6,987
7,748
7,717
31
48,510―29―

(Millions of yen)Account name
Other expenses
Provision of allowance for loan losses
Written-off of loans
Losses on sale of equity securities
Loss on devaluation of equity securities
Losses on money held in trust
Other
Ordinary profit
Extraordinary income
Gain on disposal of non-current assets
Extraordinary losses
Loss on disposal of non-current assets
Impairment losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitAmount12,108
1,888
3
2,419
50
3,717
4,028
31,365
762
762
754
451
302
31,373
7,081
1,895
8,977
22,396―30―

Consolidated Balance Sheet as of March 31, 2022
Account nameAmountDeposits

4,049,642

Call loans and bills bought

20,000

Monetary claims bought

116,411

Trading account assets

13,370

Money Held in Trust

79,448Negotiable certificates of deposit

Borrowed money

2,087,634
960

Foreign exchanges

Loans and bills discounted

5,931,315

Borrowed money from trust account30,546

Lease receivables and investments inleases

68,041

132,507
1,504,861

2,801,655

Foreign exchanges

8,049,875

Call money and bills sold
Securities sold under repurchaseagreements
Cash collateral received for securities
lent
Trading account liabilities

Securities

53,041
322,484
4,279

360

Other liabilities

108,104

Retirement benefit liability
Provision for reimbursement ofdeposits
Provision for contingent loss

11,653

Other assets

152,789

Tangible fixed assets

34,378

Buildings, net

11,546

Acceptances and guarantees

11,144

Total liabilities

Land(Millions of yen)AmountLiabilities

AssetsCash and due from banks

Account nameReserves under special laws
Deferred tax liabilities

499
1,341
12
115,367
38,113
12,431,097

Net assets

Construction in progress

923

Other tangible fixed assets

10,764

Capital surplus

59,176

4,628

Retained earnings

512,403

Treasury shares(11,576)
612,246

Intangible fixed assets
SoftwareShare capital

4,018

Retirement benefit asset

42,803

Deferred tax assets

1,780

Customers' liabilities for acceptancesand guarantees

38,113

Total shareholders’ equity
Valuation difference on available-forsale securities
Deferred gains or losses on hedges
Remeasurements of defined benefit
plans
Total accumulated othercomprehensive income
Share acquisition rights(41,129)

Non-controlling interests

Other intangible fixed assets

Allowance for loan losses
Total assets

609

Total net assets

13,343,796

Total liabilities and net assets―31―

52,243

268,743
15,67012,266296,680271
3,499
912,698
13,343,796

Consolidated Statements of Income
for the Fiscal Year Ended March 31, 2022 (from April 1, 2021 to March 31, 2022)
Account name
Ordinary income
Interest income
Interest on loans and discounts
Interest and dividends on securities
Interest on call loans and bills boughtInterest on deposits with banks
Other interest income
Trust fees
Fees and commissions
Gain on trading account transactions
Other ordinary income
Other Income
Recoveries of written off receivables
Other
Ordinary expenses
Interest expenses
Interest on deposits
Interest on negotiable certificates of deposit
Interest on call money and bills soldInterest expenses on securities sold under
repurchase agreements
Interest expenses on cash collateral received
for securities lentInterest on borrowings and rediscounts
Other interest expenses
Fees and commissions payments
Other ordinary expenses
General and administrative expenses
Other expenses
Provision of allowance for loan losses
Other
Ordinary profit
Extraordinary income
Gain on disposal of non-current assets
Extraordinary losses
Loss on disposal of non-current assets
Impairment losses
Provision of reserve for financial
instruments transaction liabilities
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent(Millions of yen)Amount151,349
72,80341,893
26,989
33
3,257
629
7
22,0102,063
44,177
10,28725
10,261
113,301
4,318
594
6
(167)
102
291
295
3,195
5,600
37,26354,03812,0801,800
10,27938,047
762
762
754
451
302
0
38,055
8,950
2,254
11,20426,850182
26,667―32―

Accounting Auditors’ Report (certified copy)

Independent Auditors’ Report
May 13, 2022

To the Board of Directors of The Hachijuni Bank, Ltd.
Deloitte Touche Tohmatsu LLC, Nagano Office
Designated Limited
Liability Partner
Engagement Partner
Designated Limited
Liability Partner
Engagement Partner
Designated Limited
Liability Partner
Engagement Partner

Certified Public
Accountant

Megumi Yanaga

Certified Public
Accountant

Masahiko Mutsuda (Seal)

Certified Public
Accountant

Masaki Ishio(Seal)(Seal)

OpinionWe have audited the non-consolidated financial statements of The Hachijuni Bank, Ltd. (hereinafter referred to as the “Company”), which
comprise the non-consolidated balance sheet as at March 31, 2022, the non -consolidated statement of income, the non -consolidated
statement of changes in equity, and the notes to the non -consolidated financial statements and the annexed detailed statements thereof forthe 139th fiscal year from April 1, 2021 to March 31, 2022 (hereinafter referred to as the “Financial Statements”) in accorda nce with Article
436-2, Paragraph 1 of the Companies Act.
In our opinion, the aforementioned Financial Statements present fairly, in all material respects, the status of its financial position as ofMarch 31, 2022 and its operating results for the fiscal year ended March 31, 2022 in accordance with accounting standards generally acceptedin Japan.
Basis for Opinion
We conducted our audit in accordance with the accounting standards generally accepted in Japan. Our responsibilities under th ose
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements of our report. We are independe nt
of the Company in accordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled our other ethicalresponsibilities as auditors. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Other Information
The other information comprises the Business Report and the annexed detailed state ments thereof. Management is responsible for the
preparation and disclosure of the other information. The Audit & Supervisory Board Members and the Audit & Supervisory Board are
responsible for overseeing the execution of duties by Directors relating to th e design and operation of the Company’s reporting process ofthe other information.
Our opinion on the Financial Statements does not cover the other information and we do not intend to express opinion thereon.
In connection of our audit of the Financial St atements, our responsibility is to read the other information, and, in doing so, consider
whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit and pay
attention to any sign of material errors in other information other than such material differences.
If we judged that there are material errors in other information based on the work we carried out, we are required to report that fact.
We found no matter we should report regarding other information.

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Responsibilities of Management, the Audit & Supervisory Board Members and the Audit & Supervisory Board for the Financial Sta tements
Management is responsible for the preparation and fair presentation of the Financial Statements in accordance with accounting standards
generally accepted in Japan. This includes the design and operation of internal control that management determines is necessa ry to enable
the preparation and fair presentation of the Financial Statements that are free f rom material misstatement, whether due to fraud or error.
In preparing the Financial Statements, management is responsible for assessing the Company's ability to continue as a going c oncern,
disclosing, as applicable, matters related to going concern in ac cordance with accounting standards generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the execution of duties byDirectors relating to the design and operation of the Company’s fi nancial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material mi sstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion on the Financial Statements expressed from an
independent perspective. A misstatement may occur due to fraud or error, and we judge it to be material when it is reasonably expected that,
individually or in the aggregate, it has an impact on economic decisions by the users of these Financial Statements.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgement an d maintainprofessional skepticism throughout the audit. We also:• Identify and asses the risks of material misstatement of the Financial Statements, whether due to fraud or error. Design and perform audit
procedures responsive to those risks. Select and apply audit procedure based on the auditor’s judgement. Further, we obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion.
• Obtain, in performing risk assessment procedures, an understanding of the internal control relevant to the au dit in order to design audit
procedures that are appropriate in the circumstances, while the objective of the audit is not to express an opinion on the ef fectiveness of
the Company’s internal control.
• Evaluate the appropriateness of accounting policies use d and the reasonableness of accounting estimates, and related notes made bymanagement.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue
as a going concern. If we conclude that a material uncertainty regarding the Company’s ability to continue as a going concern exists, weare required to draw attention in our auditor’s report to the related notes in the Financial Statements or, if such notes are inadequate, toexpress our opinion with exceptions on the Financial Statements, etc. Our conclusions are based on the audit evidence obtaine d up to thedate of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going conc ern.
• Evaluate the overall presentation, structure, and content of the Financial Statements, including the notes, and whet her the Financial
Statements represent the underlying transactions and events in a manner that achieves fair presentation in accordance with ac counting
standards generally accepted in Japan.
We communicate with Audit & Supervisory Board Members and the Aud it & Supervisory Board regarding, among other matters requiredby auditing standards, the planned scope and timing of the audit, significant audit findings, including any significant defic iencies in internal
control that we identify during our audit.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that we have compliedwith relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
Interest
Our firm and its engagement partners do not have any interest in the Company which is required to be disclosed pursuant to th e provisionsof the Certified Public Accountants Act of Japan.
End of document―34―

Accounting Auditors’ Report for Consolidated Financial Statements (certified copy)

Independent Auditors’ Report
May 13, 2022

To the Board of Directors of The Hachijuni Bank, Ltd.
Deloitte Touche Tohmatsu LLC, Nagano Office
Designated Limited
Liability Partner
Engagement Partner
Designated Limited
Liability Partner
Engagement Partner
Designated Limited
Liability Partner
Engagement Partner

Certified Public
Accountant

Megumi Yanaga

Certified Public
Accountant

Masahiko Mutsuda (Seal)

Certified Public
Accountant

Masaki Ishio(Seal)(Seal)

OpinionWe have audited the consolidated financial statements of The Hachijuni Bank, Ltd. (hereinafter referred to as the “Company”), which
comprise the consolidated balance sheet as at March 31, 2022, the consolidated statement of income, the consolidated statemen t of changes
in equity, and the notes to the consolidated financial statements for the fiscal year from April 1, 2021 to March 31, 2022 (hereinafter referred
to as the “Consolidated Financial Statements”) in accordance with Article 444, Paragraph 4 of the Companies Act.
In our opinion, the aforementioned Consolidated Financial Statements present fairly, in all material respects, the status of the financial
position of the Group comprising The Hachijuni Bank, Ltd. and its consolidated subsidiaries as of March 31, 2022 and the oper ating resultsof the Group for the fiscal year ended March 31, 2022 in accordance with accounting standards generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with the accounting standards generally accepted in Japan. Our responsibilities under th ose
standards are further described in the Auditor’s Responsibilities for the Audi t of the Consolidated Financial Statements of our report. We
are independent of the Company and its consolidated subsidiaries in accordance with the provisions of the Code of Professiona l Ethics inJapan, and we have fulfilled our other ethical responsibil ities as auditors. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion.
Other Information
The other information comprises the Business Report and the annexed detailed statements thereof. Man agement is responsible for the
preparation and disclosure of the other information. The Audit & Supervisory Board Members and the Audit & Supervisory Board are
responsible for overseeing the execution of duties by Directors relating to the design and opera tion of the Company’s reporting process ofthe other information.
Our opinion on the Consolidated Financial Statements does not cover the other information and we do not intend to express opi nion
thereon.
In connection of our audit of the Consolidated Fina ncial Statements, our responsibility is to read the other information, and, in doing so,
consider whether the other information is materially inconsistent with the Consolidated Financial Statements or our knowledge obtained in
the audit and pay attention to any sign of material errors in other information other than such material differences.
If we judged that there are material errors in other information based on the work we carried out, we are required to report that fact.
We found no matter we should report regarding other information.

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Responsibilities of Management, the Audit & Supervisory Board Members and the Audit & Supervisory Board for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the Consolidated Financial Statements in accordance withaccounting standards generally accepted in Japan. This includes the design and operation of internal control that management determines isnecessary to enable the preparation and fair presentation o f the Consolidated Financial Statements that are free from material misstatement,
whether due to fraud or error.
In preparing the Consolidated Financial Statements, management is responsible for assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern in accordance with accounting standards generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the execution of duties b y
Directors relating to the design and operation of the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion on the Consolidated F inancial
Statements expressed from an independent perspective. A Misstatement may occur due to fraud or error, and we judge it to be material when
it is reasonably expected that, individually or in the aggregate, it has an impact on economic decisions by the users of thes e Consolidated
Financial Statements.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgement and maintainprofessional skepticism throughout the audit. We also:• Identify and asses the risks of material misstatement of the Financial Stat ements, whether due to fraud or error. Design and perform audit
procedures responsive to those risks. Select and apply audit procedure based on the auditor’s judgement. Further, we obtain a udit evidence
that is sufficient and appropriate to provide a basis for our opinion.
• Obtain, in performing risk assessment procedures, an understanding of the internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, while the objective of the audit is not to exp ress an opinion on the effectiveness of
the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates, and related notes ma de bymanagement.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s abilit y to continue
as a going concern. If we conclude that a material uncertainty regarding the Company’s ability to continue as a going concern exists, weare required to draw attention in our auditor’s report to the related notes in the Consolidated Financial Statements or, if s uch notes are
inadequate, to express our opinion with exceptions on the Consolidated Financial Statements, etc. Our conclusions are based o n the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Compan y to cease to continue
as a going concern.
• Evaluate the overall presentation, structure, and content of the Consolidated Financial Statements, including the notes, and whether theConsolidated Financial Statements represent underlying transactions and even ts in a manner that achieves fair presentation in accordancewith accounting standards generally accepted in Japan.
• Obtain sufficient and appropriate audit evidence regarding the financial information in relation to the Company and its conso lidated
subsidiaries to express our opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision, andperformance of the audit of the Consolidated Financial Statements. We are solely responsible for our audit opinion.
We communicate with Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among other matters requiredby auditing standards, the planned scope and timing of the audit, significant audit findings, including any significant defic iencies in internal
control that we identify during our audit.

―36―

We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that we have complie dwith relevant ethical requirements regarding independence, and communicate with the m all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
Interest
Our firm and its engagement partners do not have any interest in the Company and its consolidated subsidia ries which is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
End of document―37―

Audit & Supervisory Board’s Audit Report (certified copy)

Audit Report
The Audit & Supervisory Board, based on audit reports prepared by each Audit & Supervisory Board Member, prepared this audit report
regarding the execution of duties by Directors for the 139th fiscal year from April 1, 2021 to March 31, 2022 through deliber ation, andreport as follows:
1. Method and Details of Audit Made by the Audit & Supervisory Board Members and the Audit & Supervisory Board(1) The Audit & Supervisory Board established its audit policy, audit plan, and relevant matters, received reports on the imp lementation
status and result of an audit from each Audit & Supervisory Board Member, received reports from Directors, etc. and accounting
auditors on the status of execution of their duties, and demanded an explanation as necessary.
(2) Each Audit & Supervisory Board Member, in accordanc e with the Audit & Supervisory Board Members’ Audit Standards establishedby the Audit & Supervisory Board and based on the audit policy, audit plan and other rules, communicated with Directors, inte rnal
audit section and other employees and equivalents, e ndeavored to collect information and build a better audit environment, andconducted audit in the following manner:(i) Attended the Board of Directors and other important meetings, received reports from Directors, employees and others on the st atusof execution of their duties, demanded an explanation as necessary, reviewed important approval documents and the like, andexamined the status of business operations and property at the headquarters and main sales branches. Communicated andexchanged information with Directors and Audit & Supervisory Board Members, etc. of subsidiaries, and received reports fromthe subsidiaries on their business as necessary.
(ii) With regard to the content of the resolution by the Board of Director concerning the development o f systems necessary to ensurethat the execution of duties by Directors as stated in the Business Report complies with laws and regulations and the Article s ofIncorporation, and other systems prescribed in Article 100, Paragraphs 1 and 3 of the Regulation for Enforcement of the Companies
Act as systems necessary to ensure the properness of operations of a stock company and operations of group of enterprises
consisting of the stock company and its subsidiary companies, and the systems developed based on the said resolution (the internal
control system), regularly received reports from Directors, employees and other persons on the status of establishment andoperation thereof, demanded explanations as necessary, and expressed opinions. Received reports on the internal controls overfinancial reports from Directors and equivalents, and Deloitte Touche Tohmatsu LLC on the assessment of the internal control
and the status of audit and demanded an explanation as necessary.
(iii) Monitored and verified if accountin g auditors maintain a stance of independence and conduct appropriate audit, and received
reports from the accounting auditors on the status of execution of their duties and demanded an explanation as necessary. Rec eived
the notice to the effect that the sy stems for ensuring that the performance of the duties of the accounting auditors is being carriedout correctly (as stipulated in the items of Article 131 of the Company Accounting Rules) were developed in accordance with t hequality control standard for a uditing (published by the Business Accounting Council on October 28, 2005), and demanded
explanations as necessary.
Based on the aforementioned methods, we examined the Business Report and the annexed detailed statements thereof, the non consolidated financial statements (namely the non -consolidated balance sheet, the non -consolidated statements of income, the non consolidated statements of changes in equity, and the notes to the non -consolidated financial statements) and the annexed detailed statements
thereof, and the consolidated financial statements (namely the consolidated balance sheet, the consolidated statements of income , theconsolidated statements of changes in equity, and the notes to the consolidated financial statements) for the fiscal year und er review.
2. Audit Result(1) Audit result of Business Report(i) We find that the Business Report and the annexed detailed statements thereof comply with laws, regulations and the Articl es ofIncorporation and accurately represent the status of the Company.
(ii) We find no fraudulent act about the execution of duties by Directors or no material fact in violation of laws, regulatio ns or the
Articles of Incorporation.
(iii) We find the content of the resolution of the Board of Directors regarding the i nternal control system (including internal controls
over financial reports) appropriate.
We find no finding in relation to the content described in the Business Report regarding such internal control system and theexecution of duties by directors, either.

―38―

(2) Audit result of Financial Statements and the Financial Statements and the annexed detailed statements thereof
We find the method and results of the audit made by Deloitte Touche Tohmatsu LLC appropriate.
(3) Audit result of Consolidated Financial Sta tements
We find the method and results of the audit made by Deloitte Touche Tohmatsu LLC appropriate.
May 13, 2022

The Audit & Supervisory Board of The Hachijuni Bank, Ltd.
Fulltime Audit & Supervisory Board Member

Yoshimi Kitazawa(Seal)

Fulltime Audit & Supervisory Board Member

Chishu Minemura(Seal)

Outside Audit & Supervisory Board Member

Takeshi Kadota(Seal)

Outside Audit & Supervisory Board Member

Yasuyoshi Wada

(Seal)

Outside Audit & Supervisory Board Member

Kiyohito Yamasawa(Seal)End of document―39―