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

Securities code: 8521
June 7, 2022
To our shareholders:Hitoshi Nishizawa
President
THE NAGANO BANK, LTD.
2-9-38, Nagisa, Matsumoto City, Nagano

NOTICE OF THE 63RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 63rd Ordinary General Meeting of Shareholders of THE NAGANO BANK, LTD.
(the “Bank”), which will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights through either of the means described
below, in which case we ask you to exercise your voting rights no later than 5:00 p.m., Thursday, June 23, 2022
(Japan Standard Time) after examining the accompanying Reference Documents for the General Meeting of
Shareholders.
To exercise your voting rights by postal mail:Please indicate your approval or disapproval of the proposals on the enclosed voting form and return it by postal mailto reach us no later than the voting deadline stated above.
To exercise your voting rights online:
After reading the accompanying Guide to Exercising Voting Rights, Etc. (Japanese only), please access via
smartphone, personal computer, etc. the voting website designated by the Bank (https://soukai.mizuho-tb.co.jp/) andfollow the instructions on screen to indicate your approval or disapproval of the proposals no later than the deadline
stated above.
1. Date and Time: Friday, June 24, 2022 at 10:00 a.m. (Reception starts at 9:00 a.m.) (Japan Standard Time)
2. Venue:
The Bank’s Head Office, Second Floor Conference Room
2-9-38, Nagisa, Matsumoto City, Nagano
3. Purposes:
Items to be reported:
1. Business Report and Non-consolidated Financial Statements for the 63rd Term (from April 1, 2021 to March
31, 2022)
2. Consolidated Financial Statements for the 63rd Term (from April 1, 2021 to March 31, 2022), as well as theresults of audit of the Consolidated Financial Statements by the Accounting Auditor and the Board ofAuditors
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Partial amendments to the Articles of Incorporation
Proposal 3:
Election of three (3) Directors
Proposal 4:
Election of one (1) Auditor
4. Guide to Exercising Voting Rights, Etc.:
Voting by proxyIf you are unable to attend the General Meeting of Shareholders, you may appoint one other shareholder of the
Bank who holds voting rights to attend the General Meeting of Shareholders as your proxy. However, a document
must be submitted proving that the person has been appointed as your proxy.

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Proposals and Reference Matters
Proposal 1:

Appropriation of surplus

The Bank proposes the appropriation of surplus as follows:
Matters related to year-end dividends
In addition to striving to enhance its capital base through its internal reserves, the Bank makes it its basic policy toreturn dividends to its shareholders in a stable way.
In acknowledgment of the constant support of its shareholders, the Bank would like to set the year-end dividend as
follows:
1. Type of dividend property
Cash
2. Allocation of dividend property and total amount thereof
25 yen per common share of the Bank
Total amount of dividends: 226,882,850 yen
The total yearly dividend, combined with the interim dividend of 25 yen, will be 50 yen per share.
3. Effective date of distribution of dividends of surplus
June 27, 2022-2-

Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reason for proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Bank
proposes to make the following changes to its Articles of Incorporation in preparation for the introduction of thesystem for providing informational materials for the General Meeting of Shareholders in electronic format.
(1) Article 17, paragraph 1 in “Proposed amendment” below will stipulate that the Bank shall take measuresfor providing information, etc. that constitutes the content of the Reference Documents for the General
Meeting of Shareholders, etc. in electronic format.
(2) Article 17, paragraph 2 in “Proposed amendment” below will establish the provision to limit the scope of
the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 17 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding effective date, etc. will be established.
2. Details of the amendments
The details of the changes are as follows:
Note that the text of non-amended provisions in the Current Articles of Incorporation has been omitted.
(Amended parts are underlined)
Proposed amendment

Current Articles of Incorporation

Articles 1 through 13 (Omitted)
Articles 1 through 13 (Unchanged)
Chapter 3
Chapter 3
General Meeting of Shareholders
General Meeting of Shareholders
Articles 14 through 16 (Omitted)
Articles 14 through 16 (Unchanged)(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 17(Deleted)
When the Bank convenes a General Meeting of Shareholders, if
it discloses information that is to be stated or presented in the
Reference Documents for the General Meeting of Shareholders,Business Report, Financial Statements and Consolidated
Financial Statements through the Internet in accordance withthe provisions prescribed by the Ministry of Justice Order, it
may be deemed that the Bank has provided this information toshareholders.
(Measures, etc. for Providing Information in Electronic Format)(Established)
Article 17
1
When the Bank convenes a General Meeting of
Shareholders, it shall take measures for providing
information that constitutes the content of Reference
Documents for the General Meeting of Shareholders, etc.
in electronic format.
2 Among items for which the measures for providing
information in electronic format will be taken, the Bank
shall not be required to include all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paper-based
documents by the record date of voting rights.

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Current Articles of Incorporation
Articles 18 through 42 (Omitted)(Established)

Proposed amendment
Articles 18 through 42 (Unchanged)(Supplementary Provisions)(Transitional Measures for Providing Informational Materials for
the General Meeting of Shareholders in Electronic Format)
Article 1
1 The deletion of Article 17 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) in the Articles ofIncorporation and the establishment of the new Article 17(Measures, etc. for Providing Information in Electronic
Format) in the Articles of Incorporation shall be effectivefrom September 1, 2022, which is the date of enforcementof the revised provisions provided for in the proviso to
Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of2019) (hereinafter referred to as the “Date of
Enforcement”).
2 Notwithstanding the provision of the preceding paragraph,
Article 17 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
shall remain effective regarding any General Meeting of
Shareholders held on a date within six months from theDate of Enforcement.
3 The provisions of this article shall be deleted on the datewhen six months have elapsed from the Date of
Enforcement or three months have elapsed from the dateof the General Meeting of Shareholders in the preceding
paragraph, whichever is later.

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Proposal 3:

Election of three (3) Directors

The terms of two (2) Directors, Koichi Osawa and Kazuyuki Koide, expire at the conclusion of this Ordinary General
Meeting of Shareholders. In addition, Director Katsuo Tokutake will resign at the conclusion of this Ordinary General
Meeting of Shareholders. Therefore, the Bank proposes that three (3) Directors be elected.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

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

Koichi Osawa(January 27, 1961)
Reelection
Number of years in office
4 years
Attended 14 of the 14 Board of
Directors meetings
1

June 2013
June 2015
June 2017
June 2018
June 2019

Joined Nagano Mutual Bank
The Bank, Manager of Tambajima Branch
The Bank, Manager of Human Resources
Division
The Bank, Manager of Shiojiri Branch
The Bank, Manager of Suwa Branch
The Bank, Manager of Corporate Planning
Division
The Bank, Director and Manager of Corporate
Planning Division
The Bank, Managing Director (present
position)(In charge of the Corporate Planning Division,
Market Operations Division, Sales andMarketing Division, and Solution Sales
Division)

Number of theBank’s commonshares owned

6,000[Reasons for nomination as candidate for Director]
Koichi Osawa served as a manager of several branches including the Shiojiri and Suwa Branches (local main branches).
He also held management positions at the head office such as a manager of the Human Resources Division andCorporate Planning Division, and since June 2018 has assumed the office of Director and Manager of Corporate
Planning Division. He is currently an officer in charge of Corporate Planning Division, Market Operations Division,and Sales Division. He has extensive experience and broad knowledge and is familiar with overall business operations.
The Bank judges that he will be able to leverage his extensive experience and knowledge in the management of the
Bank as a Director and will contribute to its sustainable growth and medium- and long-term improvements of corporate
value. Therefore, the Bank requests his reelection as a candidate for Director.

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Name
(Date of birth)

No.

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

Kazuyuki Koide(August 12, 1963)
Reelection
Number of years in office
2 years
Attended 14 of the 14 Board of
Directors meetings

June 2012
Apr. 2015
Apr. 2018
July 2018
June 20202
Apr. 2022

3

Notes:

1.
2.

3.
4.

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

Number of theBank’s commonshares owned

2,600[Reasons for nomination as candidate for Director]
Kazuyuki Koide served as a manager of several branches including the Ueda and Toyoshina Branches (local mainbranches), as a manager of the Sales and Marketing Division in charge of Promotion at the head office, and currently
serves as Director and Sales Manager, Head Office. He has extensive experience and broad knowledge and is familiar
with overall business operations.
The Bank judges that he will be able to leverage his extensive experience and knowledge in the management of the
Bank as a Director and will contribute to its sustainable growth and medium- and long-term improvements of corporate
value. Therefore, the Bank requests his reelection as a candidate for Director.
Apr. 1990
Joined Mitsui Taiyo Kobe Bank, Ltd. (currently
Sumitomo Mitsui Banking Corporation)
Mar. 2004
Joined JPMorgan Chase Bank, N.A.
Sep. 2010
Joined Daiwa Securities Capital Markets Co.
Ltd. (currently Daiwa Securities Co. Ltd.)Jun Yamashita
Deputy Manager, Global Markets Operations
224(November 14, 1965)
Division
New election
Oct. 2015
Joined the Bank
Apr. 2019
The Bank, Manager in Charge of Market
Operations, Market Operations Division
June 2021
The Bank, Managing Officer and Manager ofMarket Operations Division(present position)[Reasons for nomination as candidate for Director]
Jun Yamashita has gained specialist knowledge and broad experience in finance and the markets through his businessexperience at Mitsui Taiyo Kobe Bank, Ltd. (currently Sumitomo Mitsui Banking Corporation) and JPMorgan Chase
Bank, N.A., his time at Daiwa Securities Capital Markets Co. Ltd. (currently Daiwa Securities Co. Ltd.), and throughhis role as Managing Officer and Manager of the Market Operations Division at the Bank.
The Bank judges that he will be able to leverage his extensive experience and knowledge in the management of the
Bank as a Director and will contribute to its sustainable growth and medium- and long-term improvements of corporate
value. Therefore, the Bank requests his election as a candidate for Director.
There is no special interest between the candidates and the Bank.
Pursuant to the provisions of Article 430-3, Paragraph 1 of the Companies Act, the Bank has entered into a directors andofficers liability insurance policy with an insurance company, under which the Bank’s Directors and Auditors are theinsured, and legal fees and other costs associated with damage claim the insured may incur are covered. If the candidates
are elected and assume the office of Director, they will be included as the insured in the aforementioned insurance policy.
The Bank plans to renew the aforementioned insurance policy with the same content at the time of the next renewal.
In the column of candidate’s name, the number of years in office is set as of the conclusion of this Ordinary General
Meeting of Shareholders.
The number of the Bank’s common shares owned by Director candidate Jun Yamashita includes the shares owned throughthe Nagano Bank Employee Stock Ownership Plan.

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Proposal 4:

Election of one (1) Auditor

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

Shinji Horikawa(November 21, 1961)
New election

Career summary and position (significant concurrent positions outside theBank)
Apr. 1986
Apr. 2009
June 2010
June 2012
June 2015
June 2021

Joined Nagano Mutual Bank
The Bank, Manager of Shiojiri Kita Branch
The Bank, Manager of Wakatsuki Branch
The Bank, Manager of Hotaka Branch
The Bank, Manager of General Affairs Division
The Bank, Managing Officer and Manager of General
Affairs Division(present position)

Number of theBank’s commonshares owned

400[Reasons for nomination as candidate for Auditor]
Shinji Horikawa served as a manager of multiple branches of the Bank, including the Shiojiri Kita Branch, as manager of theGeneral Affairs Division at head office, and since June 2021, has worked on the general management of bank business and thestrengthening of governance, etc. as Managing Officer and Manager of General Affairs Division. He has extensive experience andbroad knowledge and is familiar with overall business operations.
The Bank judges that he possesses sufficient social credibility to perform appropriate, fair, and efficient audits of the Directors
executing duties in the Bank by leveraging his experience and knowledge as an Auditor. Therefore, the Bank requests his election asa candidate for Auditor.
Notes: 1. There is no special interest between the candidate Shinji Horikawa and the Bank.
2. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, if Shinji Horikawa’s election is approved,
the Bank plans to enter into a liability limitation contract to limit his liability to the minimum limited liability specified by
the laws and regulations.
3. Pursuant to the provisions of Article 430-3, Paragraph 1 of the Companies Act, the Bank has entered into a directors andofficers liability insurance policy with an insurance company, under which the Bank’s Directors and Auditors are theinsured, and legal fees and other costs associated with damage claim the insured may incur are covered. If the candidate
is elected and assumes the office of Auditor, he will be included as the insured in the aforementioned insurance policy.
The Bank plans to renew the aforementioned insurance policy with the same content at the time of the next renewal.

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

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(Reference) Regarding the Skills Matrix for Officers of the Bank
In order to fulfill the roles and responsibilities of the Board of Directors in consideration of the medium- to longterm direction of management according to the business strategy, in addition to being necessary for the Board of
Directors to have a certain number of people who are familiar with the business and its issues as members of theBoard of Directors, it is important to secure diversity and balance of knowledge, experience, and skills.
A skills matrix of officers of the Bank (both currently serving and new candidate officers) is provided below.
Affiliation

Name

Auditors

Directors(Titles omitted)

Notes

Independence

Skill Items
Corporate
Management /Business
Strategy /Governance

Legal
Affairs /RiskManagement

Finance /Accounting

Human
MarketResources
Operations/ Diversity

IT /Systems

Local
Community

Hitoshi Nishizawa●●●
Koichi Osawa●●●
Sachio Miyazaki●●●
Kazuyuki Koide●●●
Hiroyuki Agata●●●
Jun Yamashita●●●(New candidate)
Sayuri Uchikawa (Outside)●●●●
Keizo Futatsugi (Outside)●●●●
Akira Iguchi (Outside)●●●●
Shinji Horikawa●●●(New candidate)
Mika Godo (Outside)●●●
Hayato Todoroki (Outside)●●●●
Seiichiro Furihata (Outside)●●●●
1. The notation (Outside) indicates an Outside Director or Outside Auditor as applicable.
2. The skills items do not indicate all knowledge and experience held by each person; only a maximum of three areas inwhich that person has particular strengths and areas for which the Bank has expectations are stated.
3. The skills of the Board of Directors overall are stated under the premise that the candidates stated in this Notice of General
Meeting of Shareholders are approved as proposed.

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