These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translations and the Japanese originals, the originals shallprevail. The Bank assumes no responsibility for the translations or for any other damages arising, directly or
indirectly, from the translations.

(Securities Code: 8359)
June 3, 2022
To Shareholders with Voting Rights:
Masaki Matsushita
President
The Hachijuni Bank, Ltd.
178-8, Okada,
Nagano-city, JapanNOTICE OF CONVOCATION OF
THE 139TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
The 139th Annual General Meeting of Shareholders of The Hachijuni Bank, Ltd. (the “Bank”) shall be held
for the purposes described below.
If you are unable to attend the meeting, you can exercise your voting rights via mail or the Internet, etc.
Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter) andexercise your voting rights by Thursday, June 23, 2022 at 5:00 p.m., Japan time.
*“Procedures for exercise of voting rights” is omitted from the English translation.

1. Date and Time:

Friday, June 24, 2022 at 10:00 a.m., Japan time

2. Place:

Main Conference Room, 3F, Head Office of the Bank
178-8, Okada, Nagano-city, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 139th Fiscal Year (from April 1, 2021 to March 31, 2022)
2. Consolidated Financial Statements for the Bank’s 139th Fiscal Year (from
April 1, 2021 to March 31, 2022) and results of audits of the Consolidated
Financial Statements by the Independent Auditor and the Audit &Supervisory Board
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Three (3) Directors
Proposal No. 4: Election of One (1) Audit & Supervisory Board Member

14. Guidance for Exercise of Voting Rights(1) Handling of multiple voting
If you vote both in writing on the Voting Form and via electronic means (the Internet, etc.), only the votevia electronic means (the Internet, etc.) will be valid. In addition, if you submit your vote multiple times
via electronic means (the Internet, etc.), only the last vote will be valid.
(2) Voting by proxyIf you cannot attend the General Meeting of Shareholders, you may designate one (1) shareholder of the
Bank as your proxy who possesses voting rights to attend the General Meeting of Shareholders. Please
note that the proxy will be required to submit his or her own Voting Form and documentation corroborating
his or her status as your proxy.

•

The following items are not included in this Notice. These documents are to be found on the
Bank’s website in accordance with laws and regulations in addition to Article 16 of the Articles ofIncorporation;(1) “Stock Acquisition Rights,” “Basic Policies Regarding Parties Controlling the Determinationof Financial and Business Policies,” “Systems for Ensuring the Appropriateness of Business
Activities,” “Matters Regarding Specified Wholly-Owned Subsidiaries,” “Matters Regarding
Transactions between a Stock Company and its Parent Company, etc.,” and “Others” of theBusiness Report(2) “Statement of Changes in Shareholders’ Equity” and “Notes to the Non-consolidated Financial
Statements” of the Non-consolidated Financial Statements(3) “Consolidated Statement of Changes in Shareholders’ Equity” and “Notes to the Consolidated
Financial Statements” of the Consolidated Financial Statements
The Business Report, the Non-consolidated Financial Statements and the Consolidated Financial
Statements audited by the Audit & Supervisory Board Members include the above (1) to (3) inaddition to those attached to the Japanese version of this Notice.
The Non-consolidated Financial Statements and the Consolidated Financial Statements audited by
the Independent Auditor include the above (2) and (3) in addition to those attached to the Japaneseversion of this Notice.

•

If the need arises for the revision of the Reference Documents, the Business Report, theNon-consolidated Financial Statements, and Consolidated Financial Statements for the General
Meeting of Shareholders, the revised version shall be posted on the Bank’s website.

The Bank’s website: https://www.82bank.co.jp/english/

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
It is proposed that the surplus be appropriated as follows.
Year-end dividends
The Bank’s basic policy is to implement the active return of profits to shareholders with a minimum
dividend of 5.00 yen per share and through the acquisition of treasury stock.
Based on this policy, the Bank proposes year-end dividends of 10.00 yen per share. Combined with
the interim dividend of 6.00 yen per share, total full-year dividends will be 16.00 yen per share.
1. Type of dividend property
Cash
2. Allotment of dividend property to shareholders and the total amount10.00 yen per share of common stock, for a total of 4,896,577,240 yen
3. Effective date of distribution
June 27, 2022

3

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1. Accordingly, inorder to prepare for the introduction of the system for electronic provision of materials for general meetings ofshareholders, the Articles of Incorporation of the Bank shall be amended as follows.
(1) The proposed Article 16, Paragraph 1 provides that information contained in the Reference Documents for the
General Meeting of Shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope of matters to
be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the Internet disclosure and deemed provision of the Reference Documents for the
General Meeting of Shareholders, etc. (Article 16 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related to theeffective date, etc. shall be established.

4

2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders, Etc.)
Article 16 The Bank may, when convening a
General Meeting of Shareholders, deem thatit has provided information to shareholders
pertaining to matters to be described orindicated in the Reference Documents for
the General Meeting of Shareholders,Business Report, Non-consolidated
Financial Statements, and Consolidated
Financial Statements, by disclosing suchinformation through the Internet inaccordance with the provisions provided in
the Ordinance of the Ministry of Justice.

<Deleted>(Measures for Electronic Provision, Etc.)<Newly established>

Article 16 The Bank shall, when convening a
General Meeting of Shareholders, provide
information contained in the Reference
Documents for the General Meeting of
Shareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Bank may choose not toinclude all or part of the matters stipulated
in the Ordinance of the Ministry of Justicein the paper copy to be sent to shareholders
who have requested it by the record date
for voting rights.
(Supplementary provisions)<Newly established>

1. The amendments to Article 16 of the
Articles of Incorporation shall come into
effect on the date of enforcement of theamended provisions stipulated in theproviso of Article 1 of the supplementaryprovisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019)(the “Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 16 of thecurrent Articles of Incorporation (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) shall remain
in force with respect to a General Meetingof Shareholders to be held on a date within
six months from the Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six months fromthe Effective Date or the lapse of threemonths from the date of the General
Meeting of Shareholders set forth in thepreceding paragraph, whichever is later.
5

Proposal No. 3: Election of Three (3) Directors
At the close of this General Meeting of Shareholders, the terms of office of three (3) Directors, namely,
Yuichi Sato, Shinji Sato and Kayo Tashita, will expire, and Sokichi Kurosawa will resign as Director.
Accordingly, the following three (3) candidates are proposed to be elected as Directors.
(Reference) List of Candidates for Director
No.

Name

Current position
Managing Director

1

To be
reappointed

Shinji Sato

2

To be
reappointed

Kayo Tashita

3

To be newly
appointed

Takayuki Kanai

Outside Director
Independent
Director
Outside Director
Independent
Director

6

Attendance atBoard ofDirectors
meetings
14/ 14(100%)

Director

14/ 14(100%)――

Career Summary
Number of(Positions,
responsibilities
at
the
Bank
and
significant
concurrent
sharesof theNo.
Bank held
positions)Apr. 1985 Joined the Bank
To be reappointed Jun. 2004 General Manager, Sakuchuo Branch,
assigned to Loan Control Department
General Manager, Ikebukuro Branch
General Manager, Personal Banking Department
Shinji Sato
General Manager, Nagoya Branch(Jul. 9, 1962)
General Manager, Showadori Business Department
Age: 59
General Manager, Komoro BranchMale24,498Jun. 2017 Executive Officer and General Manager, Komoro
sharesBranchJun. 2018 Executive Officer and General Manager, Ueda Branch
Attendance at Jun. 2020 Managing Director
1
Board ofIn charge of Business Planning Department, BusinessDirectors
Promotion Department, International Department
meetings:
Jun. 2021 Managing Director and General Manager, Matsumoto
14 / 14
Business Department(100%)
to the present[Reasons for selection as a candidate]
Mr. Shinji Sato possesses a wealth of operational experience from involvement in business divisions,and is well versed in the operations of the Bank. Since June 2020, he has served as a Director andfulfilled his duties and responsibilities appropriately. The Bank has judged that he will continue tocontribute to the management of the Bank through his wealth of experience and advanced views, andhas thus selected him as a candidate for Director.
Apr. 1990 Registered as an attorney (Nagano Bar Association)
To be reappointed
Apr. 1991 Employed by Miyazawa Law OfficeOutside Director Apr. 1996 Established Tashita Law Office
Oct. 2007 Committee Member, Nagano Prefecture Personnel
Independent
Committee
Director(current position)
Apr. 2014 Chairperson, Nagano Bar Association(retired in March 2015)
Kayo Tashita
Jun.
2016
Director, the Bank
8,922
(Apr. 2, 1963)
to the present
sharesAge: 59
FemaleName(Date of birth)

2

Attendance atBoard ofDirectors
meetings:
14 / 14(100%)[Reasons for selection as a candidate and expected roles]
Ms. Kayo Tashita possesses high specialization and wealth of experience from involvement in corporate
law as an attorney, and is fulfilling her duties as an Outside Director appropriately by providing
supervision and advice to the management of the Bank from an independent standpoint. Although Ms.
Kayo Tashita has not previously participated in corporate management, the Bank has judged that she
will continue to contribute to the management of the Bank through her high specialization and wealth ofexperience, and has thus selected her as a candidate for Outside Director. The Bank expects that, if Ms.
Tashita is elected, she will provide supervision and advice on the operation of the Bank’s businessexecution from an expert perspective, especially in the legal field. The Bank also plans to enlist Ms.
Tashita to serve as a member of the Nominating and Compensation Committee and be involved in theselection of executive candidates and decisions on executive remuneration of the Bank from an
independent standpoint.

7

No.

3

Career Summary(Positions, responsibilities at the Bank and significant concurrent
positions)Apr. 1982 Joined The Nippon Credit Bank, Ltd.
To be newly(currently Aozora Bank, Ltd.)
appointed
Oct. 2008 Executive Officer, The Nippon Credit Bank, Ltd.
Outside Director(retired in September 2010)
Oct. 2010 Joined Nishimoto Trading Co., Ltd.; Senior Managing
Independent
Director
Director
Mar. 2012 President, Nishimoto Trading Co., Ltd.
Mar. 2017 President & COO, Nishimoto Co., Ltd.
Takayuki Kanai(retired in March 2020)(Apr. 16, 1959) Jun. 2020 Outside Director, KAMEDA SEIKA CO., LTD. (current
Age: 63
position)Maleto the present
Name(Date of birth)

Number ofshares of the
Bank held―
sharesAttendance atBoard ofDirectors
meetings:―[Reasons for selection as a candidate and expected roles]
Mr. Takayuki Kanai possesses a wealth of knowledge, having served as Executive Officer of Aozora
Bank Ltd. and President & COO of Nishimoto Co., Ltd., among other jobs. The Bank has judged that his
experience not only in the financial field but also as a corporate executive, as well as his advanced
knowledge, will enable him to contribute inputs from broad perspectives, and has thus selected him as a
candidate for Outside Director. The Bank expects that, if Mr. Kanai is elected, he will provide
supervision and advice on the operation of the Bank’s business execution from an expert perspective,
especially in the corporate management and governance fields. The Bank also plans to enlist Mr. Kanai
to serve as a member of the Nominating and Compensation Committee and be involved in the selectionof executive candidates and decisions on executive remuneration of the Bank from an independent
standpoint.

8

(Notes) 1. Although Ms. Kayo Tashita has a deposit account with the Bank and engages in ordinary transactions, there
should be no impact on judgements by shareholders and investors in light of the scale of transactions to the
Bank’s deposits and their nature.
2. Other than 1. above, there are no special interest relationships between the candidates for Director and the Bank.
3. The Bank has entered into a directors and officers liability insurance contract, as outlined below, and plans torenew it on December 25, 2022. Of the individuals nominated as candidates for Director in this proposal, those
who are to be reappointed are already covered by the contract and will continue to be covered. Mr. Takayuki
Kanai will be covered by the contract if he is elected.
[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 dueto 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 takenwith the knowledge that such actions are in violation of laws and regulations.
(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 notcovered. It also provides for a reduced rate at which the Bank bears the risk at certain rate.
4. Ms. Kayo Tashita and Mr. Takayuki Kanai are candidates for Outside Director. Additionally, the Bank has
designated them as Independent Director under regulations of the Tokyo Stock Exchange, and made asubmission designating them as such to the aforementioned Exchange.
5. Ms. Kayo Tashita has served as Outside Director of the Bank since June 2016, and her term will have been six
years as of the conclusion of this General Meeting of Shareholders.
6. Under Article 29 of the current Articles of Incorporation, the Bank has made an agreement with Ms. KayoTashita to limit her liability for damages to the minimum liability amount to the extent that she has acted in goodfaith without gross negligence during the course of her duties. (See Article 423, Paragraph 1 and Article 425,
Paragraph 1 of the Companies Act.) The Bank plans to continue said agreement when she is reappointed as a
Director. The Bank plans to conclude a similar liability limitation agreement with Mr. Takayuki Kanai if he iselected as Outside Director.
7. Other than those provided above, there are no items required to be disclosed concerning the proposal to electDirectors as defined under Article 74 of the Ordinance for Enforcement of the Companies Act.
8. The ages of the candidates are as of the date of this General Meeting of Shareholders.

9Proposal No. 4: Election of One (1) Audit & Supervisory Board Member
With the expiration of the term of office of Audit & Supervisory Board Member Yoshimi Kitazawa, it is
proposed that the following one (1) candidate be elected as Audit & Supervisory Board Member. This
proposal has received approval from the Audit & Supervisory Board.

Candidate for Audit & Supervisory Board Member
Name(Date of birth)

Career Summary(Positions at the Bank and significant concurrent positions)Apr. 1989 Joined the Bank
Jun. 2009 General Manager, Azusagawa Branch,then assigned to Loan Control Department
General Manager, Matsushiro Branch
General Manager, General Affairs Department
Akihiro Kasahara
Jun.
2019
Executive Officer and General Manager, Planning and(Aug. 5, 1965)
Coordination Department
Age: 56
Jun.
2021
Executive Officer and General Manager, Internal Audit
Male
Department
to the present
Attendance atBoard ofDirectors
meetings:―

Number ofshares of the
Bank held

To be newly
appointed

14,421sharesAttendance at
Audit &
Supervisory
Board
meetings:―[Reasons for selection as a candidate]
Mr. Akihiro Kasahara possesses a wealth of operational experience from involvement in business,planning and audit divisions, and is well versed in the operations of the Bank. Additionally, he has
insights into finance and accounting. The Bank has judged that he is capable of providing management
supervision functions, and has thus selected him as a candidate for Audit & Supervisory Board Member.

(Notes) 1. There are no special interest relationships between the candidate for Audit & Supervisory Board Member and theBank.
2. The Bank has entered into a directors and officers liability insurance contract, as outlined below, and plans torenew it on December 25, 2022. Mr. Akihiro Kasahara, who has been nominated as a candidate for Audit &Supervisory Board Member in this proposal is already covered by the contract and will continue to be covered.
[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 dueto 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 takenwith the knowledge that such actions are in violation of laws and regulations.
(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 notcovered. It also provides for a reduced rate at which the Bank bears the risk at certain rate.
3. Other than those provided above, there are no items required to be disclosed concerning the proposal to electAudit & Supervisory Board Members as defined under Article 76 of the Ordinance for Enforcement of theCompanies Act.
4. The age of the candidate is as of the date of this General Meeting of Shareholders.

10(For your reference) Standards for Selection of Outside Officers and Determining Independence▪ Standards for selection of Outside Directors and Outside Audit & Supervisory Board Members
The selection of candidates for the position of Outside Director or candidates for the position of Outside
Audit & Supervisory Board Member are determined according to the following “Standards for Determining
Independence of Outside Officers,” under the assumption that the standards for independence stipulated by the
Tokyo Stock Exchange, Inc. are satisfied.
▪ Standards for Determining Independence of Outside Officers
In principle, candidates for Outside Director and candidates for Outside Audit & Supervisory Board
Member of the Bank shall be parties to which none of the following items currently apply, or have applied
recently.
(1) A party that holds the Bank as a major transaction counterparty, or in the case where the party is a
corporation, etc., a person who executes its business.
(2) A party that is a major transaction counterparty of the Bank, or in the case where the party is a corporation,etc., a person who executes its business.
(3) A consultant, accounting specialist, or legal specialist, etc., who receives a significant amount of cash orother assets from the Bank, aside from executive remuneration.
(4) An employee, etc., of a consulting firm, accounting firm, or legal firm, etc., that holds the Bank as a majortransaction counterparty.
(5) A party that receives a significant amount of donations, etc., from the Bank, or in the case where the party
is a corporation, etc., a person who executes its business.
(6) A major shareholder of the Bank, or in the case where the party is a corporation, etc., a person who
executes its business.
(7) A close relative of a person listed below (excluding insignificant persons).
• Parties to which (1) to (6) above apply.
• A Director, Audit & Supervisory Board Member, Executive Officer, or significant employee, etc., of the
Bank or its subsidiaries.
◼ Definition of “recently”◼ Definition of “majortransaction
counterparty”◼ Definition of“corporation, etc.”◼ Definition of“significant amount”◼ Definition of “close
relative”◼ Definition of“insignificant persons”

Refers to cases that can be viewed as effectively current; for example,
includes cases that were applicable at the time that the content of the proposal
for election of the Outside Director or Outside Audit & Supervisory Board
Member at the General Meeting of Shareholders was determined, etc.
Evaluation shall be made based on the standard of whether or not suchtransactions constitute greater than 1% of consolidated sales (consolidated
operating gross business profit in the Bank’s case) for the most recent fiscal
year. Additionally, if the company in question applies IFRS, the standard shallbe based on a standard of whether or not such transactions constitute greaterthan 1% of revenue.
Includes organizations other than corporations.
An average of over 10 million yen per year over the past three years. Provided
however, it excludes cases of donations to corporations with businessobjectives of public welfare (limited to corporations established under the“Act on Authorization of Public Interest Incorporated Associations and Public
Interest Incorporated Foundations”).
Relatives within the second degree.
Persons who are the Executive or General Manager level of companies, andpersons who are affiliated with accounting firms and legal firms, etc., and are
certified public accountants or attorneys, etc., are deemed “significant.”
Persons who are not included in the above persons are deemed “insignificant.”

11

(For your reference) Skills Matrix of Directors and Audit & Supervisory Board Members
In order for the Board of Directors to fulfill its roles and duties effectively, the Bank needs a certain number ofinternal individuals who have a thorough knowledge of the Bank’s operations and its issues as members of theBoard. In addition, the Bank believes that it is important that the diversity of knowledge, experiences and skills of
the Board members is maintained.
Because of such viewpoint, the Bank maintains a basic policy of appointing Directors and Audit &Supervisory Board Members from among individuals who have diverse knowledge and backgrounds.
The skills matrix of the Directors and Audit & Supervisory Board Members, including candidates, is as below.
Note: The matrix below does not describe all knowledge and experiences possessed by each person. It
indicates three areas in which each is expected especially to display his/her expertise, based on his/her experienceand other characteristics.
Area in which expertise comes in most useful
Name

Position

Corporate
management/ organizational
operation

GlobalFinance/ market●●Business strategy/ corporate
supportLegal affairs/ riskmanagement●

Shoichi Yumoto

Chairman●

Masaki Matsushita

President●●

Takahiko Asai

Deputy President●●

Hiroyuki Miyahara

Managing
Director

Shinji Sato
Shohei Hidai●

Managing
Director
Managing
Director●

Outside Director●

Miyako Hamano

Outside Director●

Eiji Kanzawa

Outside Director●

Takayuki Kanai

Outside Director(candidate)
Fulltime Audit &Supervisory
Board Member●

Chishu Minemura

Akihiro Kasahara

Takeshi Kadota
Yasuyoshi Wada
Kiyohito Yamasawa

●
●

●

●
●

●

●
●

●

●

●

●

●

●

●

●

Fulltime Audit &Supervisory
Board Member(candidate)Outside Audit &Supervisory
Board Member
Outside Audit &Supervisory
Board Member
Outside Audit &Supervisory
Board Member

Human resources Environment/ diversity/society●●●

Kayo Tashita

DX / ITtechnology

●

●

●

●

●

●

●

●

●

●
●

12

●