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 8, 2021
To our shareholders:Hitoshi Nishizawa
President
THE NAGANO BANK, LTD.
2-9-38, Nagisa, Matsumoto City, Nagano

NOTICE OF THE 62ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 62nd 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 24, 2021
(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
mail to reach us no later than the voting deadline stated above.
To exercise your voting rights online, etc.:
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/)
and follow the instructions on screen to indicate your approval or disapproval of the proposals no later than thedeadline stated above.
1. Date and Time: Friday, June 25, 2021 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 62nd Term (from April 1, 2020 toMarch 31, 2021)
2. Consolidated Financial Statements for the 62nd Term (from April 1, 2020 to March 31, 2021), as well as
the results 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 seven (7) Directors
Proposal 4:
Election of one (1) Auditor
Proposal 5:
Reestablishment of portion under performance-based stock compensation scheme for
Directors
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, adocument must be submitted proving that the person has been appointed as your proxy.

-1-Reference Documents for the General Meeting of Shareholders
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: 226,908,525 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 28, 2021

-2-

Proposal 2:

Partial amendments to the Articles of Incorporation

Partial amendments to the Current Articles of Incorporation are proposed as follows.
1. Reason for proposal
Concerning Article 21 of the Current Articles of Incorporation (Number of Member), considering the number
of Directors stipulated in the said Article and the actual number of Directors, and the need to enhance
management structure and increase business efficiency, the number of Directors shall be reduced from not
more than 18 to not more than 13.
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.
Current Articles of Incorporation
Articles 1 through 20 (Omitted)
Chapter 4
Director and Board of Directors(Number of Member)
Article 21
The Bank shall have not more than 18 Directors.
Articles 22 through 42 (Omitted)(Amended parts are underlined)
Proposed amendment
Articles 1 through 20 (Unchanged)
Chapter 4
Director and Board of Directors(Number of Member)
Article 21
The Bank shall have not more than 13 Directors.
Articles 22 through 42 (Unchanged)(Reference) The Bank will introduce a managing officer system with the aim of enhancing management structureand facilitating flexible and swift execution of operations by making the size of the Board of Directors appropriate
and reinforcing the decision-making and supervision function of the management. A managing officer is an
important employee, and the Board of Directors shall, by resolution, elect or dismiss them.

-3-

Proposal 3:

Election of seven (7) Directors

The terms of six (6) Directors, Hitoshi Nishizawa, Masayasu Kondo, Sachio Miyazaki, Katsuo Tokutake, Sayuri
Uchikawa and Keizo Futatsugi, expire at the conclusion of this Ordinary General Meeting of Shareholders.
Director Masayasu Kondo will retire at the conclusion of this Ordinary General Meeting of Shareholders. In
addition, Director Masanao Watanabe will resign at the conclusion of this Ordinary General Meeting of
Shareholders. Therefore, the Bank proposes that seven (7) Directors be elected.
The candidates for Directors are as follows:
No.
1
2
3
4

Reelection
Reelection
Reelection
New election

Name of candidate
Hitoshi Nishizawa
Sachio Miyazaki
Katsuo Tokutake
Hiroyuki Agata

5

Reelection

Sayuri Uchikawa

6

Reelection

Keizo Futatsugi

7

New election

Akira Iguchi

Current position of the Bank
President
Managing Director
Director
Manager of Sales and Marketing Division
OutsideIndependent
officer
OutsideIndependent
officer
OutsideIndependent
officer

Director (Outside Director)

Director (Outside Director)–

Outside: Candidate for Outside Director
Independent officer: Candidate for Independent Officer as provided for by the Tokyo Stock Exchange

-4-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Bank)
Apr. 1985
Apr. 2008

May 2010
Dec. 2011
July 2013
Hitoshi Nishizawa(March 26, 1963)
Reelection
Number of years in office
6 years
Attended 14 of the 14 Board of
Directors meetings

Apr. 2014

June 2015
July 2016

1
June 2017

Apr. 2019

June 2019

Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)
Mizuho Information & Research Institute, Inc.,
Deputy Manager of Corporate Planning
Division
Mizuho Information & Research Institute, Inc.,
Manager of Division 3, Market Systems Sector
Mizuho Information & Research Institute, Inc.,
Manager of Division 1, Market Systems Sector
Mizuho Bank, Ltd., Assistant Director ofInternal Audit Department
Joined the Bank
Deputy Manager of International Securities
Division
The Bank, Director and Manager ofInternational Securities Division
The Bank, Managing Director and Manager ofInternational Securities Division (In charge ofInternational Securities Division,
Administration Division)
The Bank, Managing Director (In charge ofCorporate Planning Division, General Affairs
Division, Human Resources Division)
The Bank, Managing Director (In charge ofCorporate Planning Division, Risk
Management Division, General Affairs
Division, Human Resources Division)
The Bank, President (Representative Director)(present position)(In charge of Audit Division)

Number of theBank’s shares
owned

4,400

[Reasons for nomination as candidate for Director]
Hitoshi Nishizawa developed extensive business experience in the areas of marketing, banking systems, and audit
during his stint at Mizuho Bank. He assumed the office of the Bank’s Director in June 2015 and of President(Representative Director) in June 2019. He is demonstrating excellent leadership in all aspects of businessadministration of the Bank.
The Bank judges that he will be able to leverage his extensive knowledge and experience 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.

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Bank)
Apr. 1985
June 2004
Dec. 2007
June 2010
June 2013

Sachio Miyazaki(January 30, 1962)
Reelection
Number of years in office
2 years
Attended 14 of the 14 Board of
Directors meetings
2

3

July 2016
June 2018
June 2019
June 2020
Oct. 2020

Joined Nagano Mutual Bank
The Bank, Manager of Minowa Branch
The Bank, Manager of Okayakita Branch
The Bank, Manager of Sakaki Branch
The Bank, Manager of Corporate Finance
Division in charge of Credit
The Bank, Manager of Nakano Branch
The Bank, Manager of Human Resources
Division
The Bank, Director, Manager of Human
Resources Division
The Bank, Managing Director and Manager of
Human Resources Division
The Bank, Managing Director (present
position)(In charge of Risk Management Division,
General Affairs Division, Human Resources
Division, Administration Division)

Number of theBank’s shares
owned

2,400

[Reasons for nomination as candidate for Director]
Sachio Miyazaki served as a manager of the Nakano Branch (a local main branch) and also as a manager of the
Corporate Finance Division in charge of Credit and a manager of the Human Resources Division at the head office. He
has extensive experience and broad knowledge and is familiar with overall business operations. He assumed the officeof the Bank’s Director and Manager of the Human Resources Division in June 2019, has served as a Managing Director
since June 2020 and is currently an officer in charge of the Risk Management Division, General Affairs Division,
Human Resources Division and Administration Division.
The Bank judges that he will be able to leverage his extensive knowledge and experience 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. 1984
Joined Nagano Mutual Bank
Apr. 2004
The Bank, Manager of Yanagimachi Branch
Apr. 2007
The Bank, Manager of Sakaki Branch
Katsuo Tokutake
Apr. 2011
The Bank, Manager of Nagano Branch(October 9, 1960)
June 2014
The Bank, Manager of Nakano BranchReelection
July 2016
The Bank, Manager of Corporate Finance
2,100
Number of years in office
Division in charge of Credit
2 years
The Bank, Manager of Suwa Branch
Attended 14 of the 14 Board of June 2017
June
2019
The Bank, Director, Manager of Nagano Sales
Directors meetings
Division and Manager of Yanagimachi Branch,
Serita Branch, Yanagihara Branch, and
Wakatsuki Branch (present position)[Reasons for nomination as candidate for Director]
Katsuo Tokutake served as a manager of several branches including the Nakano and Suwa Branches (local mainbranches) and also as a manager of the Corporate Finance Division in charge of Credit at the head office. He assumed
the office of Director in June 2019 and currently manages four branches in the Nagano region while serving as amanager of the Nagano Sales Division.
The Bank judges that he will be able to leverage his extensive knowledge and experience 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.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Bank)
Apr. 1985
Apr. 2007
Apr. 2008

Hiroyuki Agata(September 13, 1962)
New election
4

5June 2014
June 2020
Oct. 2020

Joined Nagano Mutual Bank
The Bank, Manager of Suzakaminami Branch
The Bank, Deputy Manager of Administration
Division
The Bank, Manager of Administration Division
The Bank, Manager of Sales and Marketing
Division in charge of Planning
The Bank, Manager of Sales and Marketing
Division (present position)

Number of theBank’s shares
owned

2,200

[Reasons for nomination as candidate for Director]
Hiroyuki Agata served as a deputy manager and a manager of the Administration Division at the head office and iscurrently serving as a manager of the Sales and Marketing Division. He has long been engaged mainly in theadministration system area and possesses specialized knowledge and extensive experience. The Bank judges that he will
be able to leverage his extensive knowledge and experience in the management of the Bank as a Director and willcontribute to its sustainable growth and medium- and long-term improvements of corporate value. Therefore, the Bank
requests his election as a candidate for Director.
Apr. 1973
Joined Marunouchi Typist School
Apr. 1976
Marunouchi College of Business (change ofschool name)
Apr. 1991
Marunouchi College of Business, Vice
Principal
Apr. 1996
Marunouchi College of Business, Principal
Sayuri Uchikawa
Apr. 2012
Marunouchi College of Business, Principal and(November 7, 1950)
Establisher
Reelection
June 2013
The Bank, Outside Director (present position)
Outside2,600
Dec. 2017
Shuoukai Marunouchi College of Business
Number of years in office(became an incorporated educational
8 years
institution), Chair and Principal (present
Attended 14 of the 14 Board of
position)
Directors meetings
June 2020
KISSEI PHARMACEUTICAL CO., LTD.,
Outside Director (present position)(Significant concurrent positions outside the Bank)
Shuoukai Marunouchi College of Business, Chair and Principal
and KISSEI PHARMACEUTICAL CO., LTD., Outside
Director[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Sayuri Uchikawa has played an active role as an educator and school administrator and also as Chair and Principal of
the Shuoukai Marunouchi College of Business for many years.
The Bank judges that her extensive experience and broad knowledge developed over the years as an educator enable her
to contribute to its sustainable growth, as well as to medium- and long-term improvements of corporate value from an
objective and neutral standpoint. Therefore, the Bank requests her reelection as a candidate for Outside Director.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Bank)
Apr. 1964

6

7

Notes:

Number of theBank’s shares
ownedJoined Shinano Sanrin Co., Ltd. (currently
SANRIN Co., Ltd.)
July 1986
SANRIN Co., Ltd., Director
Aug. 1995
SANRIN Co., Ltd., Managing Director
Keizo Futatsugi
Aug. 1996
SANRIN Co., Ltd., Representative Director and(October 30, 1945)
Senior Managing Director
Reelection
June 1998
SANRIN Co., Ltd., Representative Director andOutside
3,900
President
Number of years in office
6 years
June 2008
SANRIN Co., Ltd., Representative Director andAttended 14 of the 14 Board of
Chairman
Directors meetings
June 2012
SANRIN Co., Ltd., Advisor (present position)
June 2015
The Bank, Outside Director (present position)(Significant concurrent positions outside the Bank)SANRIN Co., Ltd., Advisor[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Keizo Futatsugi served as Representative Director of SANRIN Co., Ltd. for many years and has extensive experience incorporate management.
The Bank judges that his extensive experience and broad knowledge developed over the years as a management
executive enable him to contribute to its sustainable growth, as well as to medium- and long-term improvements ofcorporate value from an objective and neutral standpoint. Therefore, the Bank requests his reelection as a candidate for
Outside Director.
June 1974
Joined Fuji Heavy Industries Ltd. (currently
SUBARU CORPORATION), Aircraft Business
Department
Feb. 1981
The Asahi Shimbun Company, Aviation
Department
Akira Iguchi
Oct. 1987
Air Nippon Co., Ltd. (ANK, currently ALL(March 11, 1952)–
NIPPON AIRWAYS CO., LTD. (ANA))
New election
OutsideOct. 1994
Marui Co., Ltd., Director
Mar. 2011
Marui Co., Ltd., President and CEO (present
position)(Significant concurrent positions outside the Bank)
Marui Co., Ltd., President and CEO[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Akira Iguchi has long been engaged in the aviation industry. After starting a new career as a management executive, he
has fully demonstrated his management skills, while actively striving to promote the expansion of the own brandoverseas as well as working on supporting and nurturing the regional and local industries.
The Bank judges that his many experiences and broad knowledge enable him to contribute to its sustainable growth, aswell as to medium- and long-term improvements of corporate value from an objective and neutral standpoint.
Therefore, the Bank requests his election as a candidate for Outside Director.
1. There is no special interest between the candidates and the Bank. In addition, there is no special interest between the
Bank and the Shuoukai Marunouchi College of Business for which the candidate Sayuri Uchikawa serves as a Chair andPrincipal. There is no special interest between the Bank and Marui Co., Ltd. for which the candidate Akira Iguchi serves
as a President and CEO.
2. Sayuri Uchikawa, Keizo Futatsugi and Akira Iguchi are candidates for Outside Director.
3. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Bank has entered into a liability
limitation contract with Sayuri Uchikawa and Keizo Futatsugi to limit their liability to the minimum limited liability
specified by the laws and regulations. If their reelection is approved, the Bank plans to renew the aforementioned
contract with them. If the election of Akira Iguchi as a new candidate is approved, the Bank plans to enter into a liability
limitation contract with the same content with him.
4. 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.

-8-5. To ensure the independence of Outside Directors, augmenting the criteria for outside officers stipulated by the Tokyo
Stock Exchange, the Bank has established its own criteria for assessing the independence of Outside Officers as
described on page 16. Sayuri Uchikawa, Keizo Futatsugi and Akira Iguchi meet all the criteria. The Bank has submitted
notification to the Tokyo Stock Exchange that Sayuri Uchikawa and Keizo Futatsugi have been designated as
independent officers as provided for by the aforementioned exchange. If their reelection is approved, the Bank plans fortheir appointment as independent officers to continue. If the election of Akira Iguchi as a new candidate is approved, theBank plans to submit notification to the Tokyo Stock Exchange that he is designated as independent officer as provided
for by the aforementioned exchange.
6. 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.

-9-Proposal 4:

Election of one (1) Auditor

Since Auditor Hayato Todoroki 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)

Career summary and position (significant concurrent positions outside theBank)

Registered as a certified public accountant
Registered as a certified public tax accountant
Todoroki Tax and Accounting Office, Director (present
position)
Apr. 2013
Kanto-Shinetsu Certified Public Tax Accountants’
2,400
Association Nagano Prefecture Branch Federation,
Managing Director (Retired in March 2015)
June 2013
The Bank, Outside Auditor (present position)
June 2014
Japanese Institute of Certified Public Accountants Tokyo
Chapter, Nagano Prefecture Section, Vice President (Retired
in June 2016)[Reasons for nomination as candidate for Outside Auditor]
Hayato Todoroki possesses specialized knowledge in the area of finance and accounting as a certified public accountant and certified
public tax accountant with extensive practical experience. The Bank judges that he can conduct audits in an objective and fairmanner and prove useful advice to the Board of Directors mainly from an accounting standpoint, and therefore requests his
reelection as a candidate for Outside Auditor.
Notes: 1. There is no special interest between the candidate Hayato Todoroki and the Bank.
2. The candidate Hayato Todoroki is a candidate for Outside Auditor.
3. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Bank has entered into a liability
limitation contract with Hayato Todoroki to limit his liability to the minimum limited liability specified by the laws andregulations. If his reelection is approved, the Bank plans to renew the aforementioned contract with him.
4. 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 assume 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.
5. To ensure the independence of Outside Auditors, augmenting the criteria for outside officers stipulated by the Tokyo
Stock Exchange, the Bank has established its own criteria for assessing the independence of Outside Officers as
described on page 16. Hayato Todoroki meets all the criteria. The Bank has submitted notification to the Tokyo Stock
Exchange that Hayato Todoroki has been designated as an independent officer as provided for by the aforementioned
exchange. If his reelection is approved, the Bank plans for him appointment as independent officers to continue.
6. 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.
Hayato Todoroki(July 11, 1959)
Reelection
OutsideNumber of years in office
8 years
Attended 14 of the 14 Board of
Directors meetings
Attended 13 of the 13 Board ofAuditors meetings

Apr. 1993
Mar. 1994
Oct. 2010

Number of theBank’s shares
owned- 10 -

Proposal 5:

Reestablishment of portion under performance-based stock compensation scheme for
Directors

1. Reasons for the proposal and why they provide reasonable grounds
At the 57th Ordinary General Meeting of Shareholders held on June 24, 2016, shareholders approved theresolution to introduce a performance-based stock compensation scheme (the “Scheme”) for Directors(excluding Outside Directors; same below in this Proposal unless otherwise noted) (hereinafter, the resolution
at the above-mentioned meeting is referred to as the “Original Resolution”). In line with the implementation of
the Act Partially Amending the Companies Act (Act No. 70 of 2019) on March 1, 2021, the Bank requests
approval to reestablish a performance-based stock compensation portion for Directors in place of the current
portion of directorial remuneration under the Scheme.
This Proposal is procedural along with the amendment of the Act and does not entail the addition of the actual
portion of directorial remuneration compared with that of the Original Resolution. As in the Original
Resolution, the Bank aims to raise awareness of Directors’ contribution to improvements in medium- and longterm business results and the enhancement of corporate value by further clarifying the interrelationshipbetween the remuneration of Directors and the Bank’s business results and share value, and enabling Directors
to share the benefits and risks of share price fluctuations with the shareholders. The Bank judges that thedetails of this Proposal provide reasonable grounds since they also match the Policy on the determination of
the details of remuneration, etc. for each Director of the Bank (please refer to the Business Report (Japaneseonly)).
Through this Proposal, the Bank requests approval to the amount of remuneration and specifics to pay
remuneration to the Bank’s Directors under the Scheme, separate from the amount of directorial remunerationagreed to at the Ordinary General Meeting of Shareholders held on June 26, 2009 (within 180 million yen
annually). Details of the Scheme shall be decided by the Board of Directors within the framework laid out in 2.
below.
Additionally, at present, the number of Directors to whom the Scheme applies is seven (7), and if Proposal 3 isapproved as proposed, the number of such Directors shall be six (6).
This Proposal shall take effect retrospectively from March 1, 2021.
2. Amount of remuneration under the Scheme and specifics(1) Scheme overview (the main amended parts are underlined)
1)

Target of the Scheme

2)Maximum amount of money in trust(as set forth in (2) below)

3)

Method for acquiring the Bank’s shares and number ofshares acquired by the Trust(as set forth in (2) and (3) below)

4)

Timing for payment of the Bank’s Shares(as set forth in (5) below)(2)-

Directors (Outside Directors are not eligible for the
Scheme)50 million yen for each fiscal year (150 million yen for eachTarget Period)
On the market or by taking up the Bank’s disposed treasury
stock
25,000 shares for each fiscal year (corresponding to 25,000
points)After the retirement of each Director (however, he/she isunable to obtain the right to receive the payment if aresolution to dismiss him/her is approved.)

The Scheme is a performance-based stock compensation scheme whereby shares in the Bank shall beacquired through a trust (a trust established under the Scheme shall hereinafter be referred to as the“Trust”) using money contributed by the Bank and, pursuant to the Executive Share Payment Rules
determined by the Bank, the Bank’s shares and cash equivalent to an amount calculated based on themarket value of the Bank’s shares (the “Bank’s Shares, etc.”) shall be paid to Directors via the Trust.
Amount of money in trust
The Bank has introduced the Scheme for the three-year period from the fiscal year ended March 31, 2017
to the fiscal year ended March 31, 2019 (this three-year period, and each three-year period that started
after this three-year period had ended, shall hereinafter be referred to as the “Target Period”) and for eachsubsequent Target Period. For the initial Target Period, the Bank has contributed a maximum of 150
million yen to fund the acquisition of shares to be distributed to the Bank’s Directors under the Schemeand established the Trust for Directors who meet the requirements for eligible beneficiaries as
beneficiaries. The Trust acquired 797,000 shares of the Bank’s shares using the funds entrusted by the- 11 -

(3)

(4)

(5)

Bank during the initial Target Period.
Furthermore, even after the initial Target Period has ended, the Bank shall make additional contributionsof a maximum of 150 million yen for each Target Period until the Scheme comes to an end. However,when the Bank makes these additional contributions, in the event that, on the last day of the Target Period
directly preceding the Target Period for which the additional contribution is intended, shares of the Bankand cash remain in trust (excluding shares of the Bank corresponding to points granted to Directors
which have not yet been issued to Directors) (“Remaining Shares, etc.”), the sum of the value of theRemaining Shares, etc. (the price of the Bank’s shares shall be set at their book value on the last day ofthe preceding Target Period) and the additional contribution shall not exceed the maximum contribution
approved under this Proposal. When the Bank decides to make additional contributions, the details shallbe disclosed in a timely and appropriate manner.
Method for acquiring the Bank’s shares and number of shares acquired by the Trust
The Bank’s shares shall be acquired by the Trust using the funds contributed in accordance with (2)above either on the market or by taking up the Bank’s disposed treasury stock. Furthermore, the total
number of points granted to Directors for each fiscal year shall be limited to a maximum of 25,000 points.
Therefore, the number of the Bank’s shares acquired by the Trust for each Target Period shall be limited
to a maximum of 25,000 shares.
Maximum number of the Bank’s Shares, etc. to be distributed to Directors
For each fiscal year, Directors shall be granted a number of points determined based on the Executive
Share Payment Rules in accordance with factors such as rank, business results and the progress of themedium-term management plan. The total number of points granted to Directors for each fiscal year shallbe limited to a maximum of 25,000 points. The Bank judges that the number of points is reasonable since
it has been determined based on comprehensive consideration of the current director’s remuneration
payment level, the trend of the number of Directors, future prospects, etc.
Each point granted to Directors shall, upon payment of the Bank’s Shares, etc. as set forth in (5) below,
be exchangeable on a one-for-one basis for the Bank’s common shares. (However, if, after this Proposal
has been approved, there is a stock split, gratis allocation of shares or share consolidation, etc. of theBank’s shares, the maximum number of points, the points already granted and this conversion rate shallbe proportionally adjusted in a reasonable way.)
The ratio of the number of shares corresponding to the maximum of points granted to Directors for eachfiscal year (25,000 shares) to the total number of issued shares (as of March 31, 2021, excluding disposed
treasury stock) is about 0.28%.
The number of points held by a Director used as the basis for the payment of the Bank’s Shares, etc. as
set forth in (5) below shall basically be the total number of points granted to the Director until retirement(points calculated in this way shall hereinafter be referred to as “Fixed Points”).
Payment of the Bank’s Shares, etc.
When one of Directors retires and he/she has met the requirements for eligible beneficiaries set forth in
the Executive Share Payment Rules, after retirement, that Director shall basically, by completing theprescribed proceedings for determining eligibility as a beneficiary, receive from the Trust a quantity of
the Bank’s shares corresponding to his/her number of Fixed Points determined as set forth in (4) above.
However, if the Director meets the requirements set forth in the Executive Share Payment Rules, for acertain percentage, he/she shall, in place of a payment of the Bank’s shares, receive a payment of cash in
the amount equivalent to the market value of the Bank’s shares. Besides, the Bank’s shares may at times
be sold by the Trust in order to make such cash payments.
Even a Director, who has received points, shall be unable to obtain the right to receive the payment, if ageneral meeting of shareholders resolves to dismiss the Director.

- 12 -

(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 (theannual 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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