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 10, 2019
To our shareholders:
Isao Nakajo
President
THE NAGANO BANK, LTD.
2-9-38, Nagisa, Matsumoto City, Nagano

NOTICE OF THE 60TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 60th Ordinary General Meeting of Shareholders of THE NAGANO BANK,
LTD. (the “Bank”), which will be held as described below.
Furthermore, if you are unable to attend the meeting, you may exercise your voting rights through either of themeans described below, in which case we ask you to exercise your voting rights no later than 5:00 p.m., Tuesday,June 25, 2019 (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 so that it arrives at the address indicated on the voting form no later than the voting deadline stated above.
To exercise your voting rights online:
After reading the accompanying Guide to Exercising Voting Rights, Etc. and Guide to Voting Online (Japaneseonly), please access 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 the deadline statedabove.
1. Date and Time: Wednesday, June 26, 2019 at 10:00 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 60th Term (from April 1, 2018 toMarch 31, 2019)
2. Consolidated Financial Statements for the 60th Term (from April 1, 2018 to March 31, 2019), 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 eight (8) 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 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.

-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
30 yen per common share of the Bank
Total amount of dividends: 271,077,720 yen
The total yearly dividend will be 55 yen per share, combined with the interim dividend of 25 yen per sharepaid on December 10, 2018.
(3) Effective date of distribution of dividends of surplus
June 27, 2019-2-

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 30 of the Current Articles of Incorporation (Advisor and Consultant) which provides for theappointment of Advisor and Consultant, considering the fact that the Bank currently does not appoint any
advisor or consultant and the need to further strengthen corporate governance structure and enhance
management transparency, the said Article shall be deleted, and renumbering of certain Articles will be made inorder to accommodate the deletion.
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 13 (Omitted)
Chapter 2.2
Preferred Shares(Class A Preferred Dividends)
Article 13.2
1. When distributing dividends of surplus as set forth in
Article 41, the Bank shall pay, per Class A preferred share,
cash in the amount calculated by applying the annual
dividend rate determined by resolution of the Board of
Directors before the issuance of Class A preferred shares tothe amount equivalent to the value of each Class A
preferred share (the “Class A Preferred Dividend”)(however, this shall be adjusted as appropriate in the eventof a stock split, gratis allocation, or consolidation of ClassA preferred shares, or other similar grounds), to allshareholders in possession of Class A preferred shares(“Class A Preferred Shareholders”) or registered pledgees(“Class A Preferred Registered Pledgees”), who are
registered or recorded in the last register of shareholders asof the record date for that payment of dividends, in advanceof all shareholders in possession of common shares(“Common Shareholders”) or registered pledgees ofcommon shares (“Common Share Registered Pledgees”).
The annual dividend rate shall be limited to a maximum of
8%. However, when the Class A Preferred Interim
Dividend set forth in Article 13.3 has been paid to Class A
Preferred Shareholders and Class A Preferred Registered
Pledgees in the fiscal year in which the record date falls,
the amount of that interim dividend payment shall be
deducted.
2., 3. (Omitted)(Class A Preferred Interim Dividend)
Article 13.3
When paying the interim dividend as set forth in Article 42, theBank shall pay, per Class A preferred share, cash in an amount
not more than half of the amount of the Class A Preferred
Dividend (“Class A Preferred Interim Dividend”) to all Class A
Preferred Shareholders and Class A Preferred Registered
Pledgees who are registered or recorded in the last register ofshareholders as of the record date for that payment of interim
dividends, in advance of Common Shareholders and Common
Share Registered Pledgees.

(Amended parts are underlined)
Proposed amendment
Articles 1 through 13 (Unchanged)
Chapter 2.2
Preferred Shares(Class A Preferred Dividends)
Article 13.2
1. When distributing dividends of surplus as set forth in
Article 40, the Bank shall pay, per Class A preferred share,
cash in the amount calculated by applying the annual
dividend rate determined by resolution of the Board of
Directors before the issuance of Class A preferred shares tothe amount equivalent to the value of each Class A
preferred share (the “Class A Preferred Dividend”)(however, this shall be adjusted as appropriate in the eventof a stock split, gratis allocation, or consolidation of ClassA preferred shares, or other similar grounds), to allshareholders in possession of Class A preferred shares(“Class A Preferred Shareholders”) or registered pledgees(“Class A Preferred Registered Pledgees”), who are
registered or recorded in the last register of shareholders asof the record date for that payment of dividends, in advanceof all shareholders in possession of common shares(“Common Shareholders”) or registered pledgees ofcommon shares (“Common Share Registered Pledgees”).
The annual dividend rate shall be limited to a maximum of
8%. However, when the Class A Preferred Interim
Dividend set forth in Article 13.3 has been paid to Class A
Preferred Shareholders and Class A Preferred Registered
Pledgees in the fiscal year in which the record date falls,
the amount of that interim dividend payment shall be
deducted.
2., 3. (Unchanged)(Class A Preferred Interim Dividend)
Article 13.3
When paying the interim dividend as set forth in Article 41, theBank shall pay, per Class A preferred share, cash in an amount
not more than half of the amount of the Class A Preferred
Dividend (“Class A Preferred Interim Dividend”) to all Class A
Preferred Shareholders and Class A Preferred Registered
Pledgees who are registered or recorded in the last register ofshareholders as of the record date for that payment of interim
dividends, in advance of Common Shareholders and Common
Share Registered Pledgees.

-3-Current Articles of Incorporation
Articles 13.4 through 29 (Omitted)(Advisor and Consultant)
Article 30
The Board of Directors may, by resolution, appoint a few
Advisors and Consultants.
Articles 31 through 43 (Omitted)

Proposed amendment
Articles 13.4 through 29 (Unchanged)(Deleted)

Articles 30 through 42 (Unchanged except for renumbering)-4-

Proposal 3:

Election of eight (8) Directors

The terms of eight (8) Directors, Isao Nakajo, Akio Shimizu, Yoshinari Maruyama, Hitoshi Nishizawa, Hirofumi
Uchikawa, Masayasu Kondo, Sayuri Uchikawa and Keizo Futatsugi, expire at the conclusion of this Ordinary
General Meeting of Shareholders. Therefore, the Bank proposes that eight (8) Directors be elected.
The candidates for Directors are as follows:
No.

1

Name
(Date of birth)

Isao Nakajo(April 27, 1951)
Reelection
Number of years in office
16 years
Attended 14 of the 14 Board of
Directors meetings

Career summary, position and responsibilities (significant
concurrent positions outside the Bank)
Apr. 1975
June 2002
June 2003
Sept. 2004
June 2007
June 2010

Joined Nagano Mutual Bank
The Bank, Manager of General Affairs Division
The Bank, Director and Manager of General
Affairs Division
The Bank, Director and Manager of Credit
Division
The Bank, Managing Director and Manager ofCorporate Planning Division
The Bank, President (present position)(In charge of Audit Division)

Number of theBank’s shares
owned

14,300[Reasons for nomination as candidate for Director]
Isao Nakajo assumed the office of Director in June 2003 and of President (Representative Director) in June 2010. He isdemonstrating excellent leadership in all aspects of business administration of the Bank.
The Bank judges that he will be able to leverage his extensive management experience and broad 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.

-5-

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
4 years
Attended 14 of the 14 Board of
Directors meetings

Apr. 2014

June 2015
July 2016

2
June 2017

Apr. 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 of Corporate Planning Division,
General Affairs Division, Human Resources
Division)
The Bank, Managing Director (present
position)(In charge of Corporate Planning Division, Risk
Management Division, General Affairs
Division, Human Resources Division)

Number of theBank’s shares
owned

1,900

[Reasons for nomination as candidate for Director]
Hitoshi Nishizawa possesses extensive business experience and broad knowledge in the area of corporate planning aswell as in a broad range of areas including marketing, banking systems and audit during his stint at Mizuho groupcompanies.
He has served as a Director of the Bank since June 2015 and is currently in charge of the Corporate Planning Division,
Risk Management Division, General Affairs Division and Human Resources Division. The Bank judges that he will beable to leverage his extensive experience and knowledge 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 reelection as a candidate for Director.

-6-

No.

Name
(Date of birth)

Hirofumi Uchikawa(January 9, 1958)
Reelection
Number of years in office
4 years
Attended 14 of the 14 Board of
Directors meetings
3

4

Career summary, position and responsibilities (significant
concurrent positions outside the Bank)
Apr. 1981
Feb. 2002
Apr. 2005
Apr. 2009
June 2012
Apr. 2014
June 2015
June 2017
June 2018

Joined Nagano Mutual Bank
The Bank, Manager of Yanagihara Branch
The Bank, Manager of Hotaka Branch
The Bank, Manager of Takamiya Branch
The Bank, Manager of Sales and Marketing
Division in charge of Planning
The Bank, Manager of Suwa Branch
The Bank, Director and Sales Manager, Head
OfficeThe Bank, Managing Director and SalesManager, Head Office
The Bank, Managing Director (present
position)(In charge of Sales and Marketing Division)

Number of theBank’s shares
owned

2,500

[Reasons for nomination as candidate for Director]
Hirofumi Uchikawa served as a manager of the Suwa Branch (a local main branch) and also as a manager of the Sales
and Marketing Division in charge of Planning at the head office. He assumed the office of Director and became theSales Manager at the head office in June 2015 and is currently an officer in charge of the Sales and Marketing 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 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. 1982
Joined Nagano Mutual Bank
June 2001
The Bank, Manager of Matsumotonishi Branch
June 2003
The Bank, Manager of Otari Branch
Sept. 2004
The Bank, Manager of Azumi BranchOct. 2005
The Bank, Manager of Serita Branch
June 2007
The Bank, Manager of Shiojiri Branch
June 2010
The Bank, Manager of Ueda Branch
Masayasu Kondo
June 2012
The Bank, Manager of International Securities(September 12, 1958)
Division
Reelection
June
2015
The Bank, Manager of Sales and Marketing
3,000
Number of years in office
Divisionin charge of Planning
2 years
The Bank, Director and Manager of Nagano
Attended 14 of the 14 Board of June 2017
Sales Division
Directors meetings
Nov. 2018
The Bank, Director and Manager of Nagano
Sales Division and Manager of Yanagimachi
BranchMay 2019
The Bank, Director, Manager of Nagano Sales
Division and Manager of Yanagimachi Branch,
Serita Branch, Yanagihara Branch, and
Wakatsuki Branch (present position)[Reasons for nomination as candidate for Director]
Masayasu Kondo served as a manager of several branches including the Shiojiri and Ueda Branches (local mainbranches) and also held management positions at the head office such as a manager of the International Securities
Division and a manager of the Sales and Marketing Division in charge of Planning. He currently manages four branches
while serving as a Director and a manager of Nagano 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 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.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Bank)
Apr. 1973
Apr. 1976

5

6

Number of theBank’s shares
ownedJoined Marunouchi Typist School
Marunouchi College of Business (change ofschool name)
Apr. 1991
Marunouchi College of Business, Vice
Principal
Sayuri Uchikawa
Apr. 1996
Marunouchi College of Business, Principal(November 7, 1950)
Reelection
Apr. 2012
Marunouchi College of Business, Principal andOutsideEstablisher
1,700
Number of years in office
June 2013
The Bank, Director (present position)
6 years
Dec. 2017
Kosumosukai Marunouchi College of Business
Attended 14 of the 14 Board of(became an incorporated educational
Directors meetings
institution), Chair and Principal (present
position)(Significant concurrent positions outside the Bank)
Kosumosukai Marunouchi College of Business, Chair andPrincipal[Reasons for nomination as candidate for Outside Director]
Sayuri Uchikawa has played an active role in the education field for many years as Chair and Principal of the
Kosumosukai Marunouchi College of Business.
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 astandpoint independent from the management team. Therefore, the Bank requests her reelection as a candidate for
Outside Director.
Apr. 1964
Joined 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 andOutside2,200
President
Number of years in office
4 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, Director (present position)(Significant concurrent positions outside the Bank)SANRIN Co., Ltd., Advisor[Reasons for nomination as candidate for Outside Director]
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 a standpoint independent from the management team. Therefore, the Bank requests his reelection
as a candidate for Outside Director.

-8-

No.

Name
(Date of birth)

Katsuo Tokutake(October 9, 1960)
New election
78Notes:

Career summary, position and responsibilities (significant
concurrent positions outside the Bank)
Apr. 1984
Apr. 2004
Apr. 2007
Apr. 2011
June 2014
July 2016
June 2017

Joined Nagano Mutual Bank
The Bank, Manager of Yanagimachi Branch
The Bank, Manager of Sakaki Branch
The Bank, Manager of Nagano Branch
The Bank, Manager of Nakano Branch
The Bank, Manager of Corporate Finance
Division in charge of Credit
The Bank, Manager of Suwa Branch (present
position)

Number of theBank’s shares
owned

1,396

[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 has
extensive experience and broad knowledge and is familiar with overall business operations.
The Bank judges that he will be able to leverage his 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.
Apr. 1985
Joined Nagano Mutual Bank
June 2004
The Bank, Manager of Minowa Branch
Dec. 2007
The Bank, Manager of Okayakita Branch
Sachio Miyazaki
June 2010
The Bank, Manager of Sakaki Branch(January 30, 1962)
1,479
June 2013
The Bank, Manager of Corporate FinanceNew election
Division in charge of Credit
July 2016
The Bank, Manager of Nakano Branch
June 2018
The Bank, Manager of Human Resources
Division (present position)[Reasons for nomination as candidate for Director]
Sachio Miyazaki served as a manager of the Nakano Branch (a local main branch) and also held management positions
at the head office such as a manager of the Corporate Finance Division in charge of Credit and is currently serving as amanager of the Human Resources Division. He has extensive experience and broad knowledge and is familiar withoverall business operations.
The Bank judges that he will be able to leverage his 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.
1. There is no special interest between the candidates and the Bank. In addition, there is no special interest between the
Bank and the Marunouchi College of Business for which the candidate Sayuri Uchikawa serves as a principal.
2. Sayuri Uchikawa and Keizo Futatsugi 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.
4. 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 11. Sayuri Uchikawa and Keizo Futatsugi meet all the criteria, and the Bank has submitted
notification to the Tokyo Stock Exchange that they have been designated as independent officers as provided for by the
aforementioned exchange. If their reelection is approved, the Bank plans for their appointment as independent officers tocontinue.
5. In the columns of each candidate’s name, the number of years in office is specified as of the conclusion of this Ordinary
General Meeting of Shareholders.
6. The number of the Bank’s shares owned by each candidate includes the shares owned through the Nagano Bank
Employee Stock Ownership Plan.

-9-

Proposal 4:

Election of one (1) Auditor

Since Auditor Mika Godo will reach the end of her 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 the
Bank)

Joined Taisho Marine and Fire Insurance Co., Ltd. (currently
Mitsui Sumitomo Insurance Company, Limited) (Left thecompany in August 1997)
Apr. 2003
Attended the Legal Training and Research Institute of theSupreme Court of Japan
Oct. 2004
Registered with Nagano Prefecture Bar Association
2,300
Oct. 2004
Joined Kubota Law Office
Apr. 2008
Established Godo Law Office
June 2011
The Bank, Auditor (present position)
Apr. 2015
Nagano Prefecture Bar Association, Vice Chair (Retired in
March 2016)[Reasons for nomination as candidate for Outside Auditor]
Mika Godo has legal expertise in corporate legal affairs and other general legal matters as an attorney at law with extensive practicalexperience.
She is capable of conducting audits in an objective and fair manner and providing useful advice to the Bank’s Board of Directors.
The Bank judges that she will be able to execute her duties appropriately and therefore requests her reelection as a candidate for
Outside Auditor.
Notes: 1. There is no special interest between the candidate Mika Godo and the Bank.
2. Mika Godo 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 Mika Godo to limit her liability to the minimum limited liability specified by the laws andregulations. If her reelection is approved, the Bank plans to renew the aforementioned contract with her.
4. 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.
Mika Godo(May 7, 1967)
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. 1990

Number of theBank’s shares
owned- 10 -

(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.

- 11 -