Make The World
More Sustainable[Provisional Translation Only]
This English translation of the original Japanese document is provided solely for information purposes.
Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.

August 10, 2023
IssuerIchigo Green Infrastructure Investment Corporation (“Ichigo Green,” 9282)
1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo
Representative: Nanako Ito, Executive Director
www.ichigo-green.co.jp/en
Asset Management Company
Ichigo Investment Advisors Co., Ltd.
Representative: Hiroshi Iwai, President
Inquiries: Takao Nitta, Head of Ichigo Green
Tel: +81-3-3502-4854

Proposed Amendments to Articles of Incorporationand Election of Directors
Ichigo Green’s Board of Directors has decided to submit the following proposals toamend its Articles of Incorporation (AOI) and elect Directors at its September 23, 2023
Shareholder Meeting. The amended AOI and the election of Directors will become
effective upon shareholder approval at the Shareholder Meeting.
1. Shareholder Meeting Agenda
Proposal 1: Amendment to the Articles of Incorporation (Reflect regulatory revisions)
Proposal 2: Amendment to the Articles of Incorporation (Introduce upper limit on thenumber of Directors)
Proposal 3: Amendment to the Articles of Incorporation (Reduce upper limit on Directorcompensation)
Proposal 4: Amendment to the Articles of Incorporation (Reflect corporate accounting
standard revisions)
Proposal 5: Appointment of Executive Director
Proposal 6: Appointment of Two Supervisory Directors
Proposal 7: Appointment of Reserve Executive Director
Proposal 8: Appointment of Reserve Supervisory Director
2. Purpose of the Proposed Amendments to the AOI(1) Changes Reflecting Regulatory Revisions (Article 2 and Article 9, Clauses 5-6)
Ichigo Green is proposing to amend Article 2 of its AOI to reflect the April 1, 2022
name change of the Act on Special Measures Concerning Procurement of Electricity
from Renewable Energy Sources by Electricity Utilities to the Act on Special Measures
Concerning the Promotion of Utilization of Electricity from Renewable Energy Sources.
Pursuant to the September 1, 2022 revision of the Act Partially Amending theCompanies Act (2019 Law, Act No. 70) Supplementary Provision Article 1, and the Act
on Arrangement, etc. of the Relevant Acts Associated with the Enforcement of the Act
Partially Amending the Companies Act (2019 Law, Act No. 71) Article 10, Clause 9,
Ichigo Green is deemed to have adopted electronic provision measures with respect toits Shareholder Meeting reference materials as of September 1, 2022, and is proposing
1

to amend the relevant parts of its AOI to reflect this change and limit the scope of items
included in documents sent to shareholders that have requested paper copies.
(2) Introduce Upper Limit on the Number of Directors (Article 18)
Ichigo Green’s Board of Directors discussed the appropriate number of Ichigo Green
Directors in light of the profitability and size of Ichigo Green’s portfolio and the numberof Directors at other listed Investment Corporations. As a result, the Board of Directors
determined that although three Directors are currently sufficient and appropriate for theExecutive Director, Supervisory Director, and Board of Directors to carry out theirfunctions, it would be appropriate to increase the number of Directors in line with futurechanges in the market environment.
To prevent the number of Ichigo Green Directors from exceeding the number ofDirectors that is appropriate for the profitability and size of Ichigo Green’s portfolio andIchigo Green bearing an excessive Director compensation burden if the number ofDirectors is increased in the future, Ichigo Green is proposing to amend Article 18 of its
AOI to limit the number of Directors to five.
(3) Reduce Upper Limit on Director Compensation (Article 20)
Ichigo Green’s Board of Directors discussed what an appropriate upper limit on director
compensation in light of past Ichigo Green Director compensation and the roles andresponsibilities expected of Directors. As a result, the Board of Directors has
determined that a 10% reduction in the upper limits of the Executive Director andSupervisory Director compensations, a JPY 720,000 monthly upper limit on Executive
Director compensation, and a JPY 450,000 monthly upper limit on Supervisory Director
compensation are appropriate, and is proposing to amend Article 20 of its AOI
accordingly.
(4) Reflect Corporate Accounting Standard Revisions (Article 35, Clause 1, Items 7 and9)
Pursuant to revisions made to ASBJ Standard No. 30 (Accounting Standard for Fair
Value Measurement) and ASBJ Standard No. 10 (Accounting Standard for Financial
Instruments), and any related new or revised accounting standards and implementation
guidelines pertaining to the asset valuation of securities and rights associated withderivative transactions, Ichigo Green is proposing to amend the relevant parts of its
AOI.
Proposed Amendments to Articles of Incorporation (AOI)(Amended areas underlined)
Current

After Amendment

Article 2 Objective

Article 2 Objective

Pursuant to the Investment Trusts andInvestment Corporations Law (1951 Law, Act
No. 198, including subsequent revisions;
herein referred to as “Investment Trusts Act”),
the objective of the Investment Corporation isto manage assets (assets as defined under
Investment Trusts Act Article 2, Clause 1),
primarily renewable energy power generation
facilities (as defined under the Act on Special

Pursuant to the Investment Trusts andInvestment Corporations Law (1951 Law, Act
No. 198, including subsequent revisions;
herein referred to as “Investment Trusts Act”),
the objective of the Investment Corporation isto manage assets (assets as defined underInvestment Trusts Act Article 2, Clause 1),
primarily renewable energy power generation
facilities (as defined under the Act on Special2

Current
Measures Concerning Procurement ofElectricity From Renewable Energy Sources
by Electricity Utilities (Article 2, Clause 3 ofthe 2011 Law, Act No. 108, including
subsequent revisions), excluding real estateassets).

After Amendment
Measures Concerning the Promotion ofUtilization of Electricity from Renewable
Energy Sources (Article 2, Clause 2 of the2011 Law, Act No. 108, including subsequentrevisions), excluding real estate assets).

Article 9 Convocation
1. – 4. (omitted)

Article 9 Convocation
1. – 4. (no change)(NEW)

5. Upon convening a shareholder meeting, theInvestment Corporation shall use electronic
provision measures to provide the contents ofShareholder Meeting reference materials, etc.

(NEW)

6. Of the items provided electronically, theInvestment Corporation may omit all or partof the items set forth in the Ordinance of theCabinet Office from documents to be sent toshareholders that have requested paper copies
on or before the record date for entitlement tovoting rights.

Article 18 Number of Directors andComposition of the Board of Directors

Article 18 Number of Directors andComposition of the Board of Directors

The Investment Corporation shall have atleast one Executive Director and at least two
Supervisory Directors (however, the numberof Supervisory Directors shall be the numberof Executive Directors plus at least one). The
Board of Directors is comprised of all
Executive Directors and Supervisory
Directors.

The Investment Corporation shall have atleast one Executive Director and at least two
Supervisory Directors (however, the numberof Supervisory Directors shall be the numberof Executive Directors plus at least one). The
Board of Directors is comprised of all
Executive Directors and Supervisory
Directors, and is limited to no more than fiveDirectors.

Article 20 Payment Standards forCompensation of Directors

Article 20 Payment Standards forCompensation of Directors

The payment standards and timing of
payment for Directors of the Investment
Corporation shall be as follows.

The payment standards and timing of
payment for Directors of the Investment
Corporation shall be as follows.

(1) Compensation for each Executive Director
shall be an amount determined by the Boardof Directors as a reasonable amount in light ofgeneral price trends, wage trends, etc., andlimited to a maximum of JPY 800,000 per
month. Remuneration for the current monthshall be paid by the end of the current montheach month.

(1) Compensation for each Executive Director
shall be an amount determined by the Boardof Directors as a reasonable amount in light ofgeneral price trends, wage trends, etc., andlimited to a maximum of JPY 720,000 per
month. Remuneration for the current monthshall be paid by the end of the current montheach month.

(2) Compensation for each Supervisory(2) Compensation for each Supervisory
Director shall be an amount determined by the Director shall be an amount determined by the3Current
Board of Directors as a reasonable amount inlight of general price trends, wage trends, etc.,
and limited to a maximum of JPY 500,000 permonth. Compensation for the current monthshall be paid by the end of the current montheach month

After Amendment
Board of Directors as a reasonable amount inlight of general price trends, wage trends, etc.,
and limited to a maximum of JPY 450,000 permonth. Compensation for the current monthshall be paid by the end of the current montheach month

Article 35 Asset Valuation Method, Standards, Article 35 Asset Valuation Method, Standards,
and Reference Dateand Reference Date
1. (omitted)

1. (no change)(1) – (6) (omitted)(1) – (6) (no change)(7) Securities Prescribed in Article 31, Clause
3, Item 1, 4-8, or Clause 4, Item 4-5
Securities for which a market price isavailable are valued based on such market
price. If no market price is available,
securities will be valued based on areasonably calculated price.

(7) Securities Prescribed in Article 31, Clause
3, Item 1, 4-8, or Clause 4, Item 4-5
Securities held to earn profits resulting
from market price fluctuations are valued
based on market price. Held-to-maturity
bonds are valued based on acquisition
price. However, in cases where bonds areacquired at a price either below or above
the bond price and if that difference canbe considered as an interest rateadjustment, the bond is valued based on
the price calculated using the amortizedcost method. Other securities are valued
based on market price. If no market priceis available, securities will be valued
based on acquisition price.

(8) (omitted)(8) (no change)(9) Rights Associated with Derivative
Transactions Prescribed in Article 31,
Clause 4, Item 7(9) Rights Associated with Derivative
Transactions Prescribed in Article 31,
Clause 4, Item 7(i) Rights and obligations arising fromtransactions of derivatives listed on afinancial instruments exchange
Derivative value is based on the pricecalculated using the final price on thefinancial instruments exchange (i.e.,closing price. If there is no closing
price, the indicative price, i.e., thelowest publicly available ask or highest
publicly available bid, or the mid-priceof the two prices if both are available).
If there is no final price on the sameday, derivative value is based on theprice calculated using the most recent
final price.

(i) Rights and obligations arising fromderivative transactions

4The net derivative value are valued atmarket price.

Current(ii) Rights and obligations arising fromtransactions of derivatives not traded on afinancial instruments exchange
Derivative value is based on the pricecalculated using a reasonable method
in line with market price. If it isdifficult to calculate a fair value, thevalue will be based on the transaction
price.

After Amendment(deleted)(iii) Notwithstanding (i) and (ii) above, hedge
accounting is applied to derivatives thatmeet hedge accounting requirements
under the accounting standards and othergenerally accepted corporate accounting
practices for financial instruments, andspecial accounting treatment is applied toderivatives that meet special accounting
treatment requirements under theaccounting standards for financialinstruments.

(ii) Notwithstanding (i) above, hedge
accounting is applied to derivatives thatmeet hedge accounting requirements
under the accounting standards and othergenerally accepted corporate accounting
practices for financial instruments, andspecial accounting treatment is applied toderivatives that meet special accounting
treatment requirements for interest rate
swaps under the accounting standards andpractical guidelines for financialinstruments.

(10) – (11) (omitted)(10) – (11) (no change)53. Election of DirectorsDue to the expiration of the Directors’ current terms of office as of this Shareholder
Meeting, Ichigo Green’s Board of Directors is proposing the reappointment of Nanako
Ito as Executive Director, and the reappointment of Supervisory Directors Arata
Nomoto and Kiyofumi Fujita.
To ensure the availability of the minimum number of Directors required by law, Ichigo
Green’s Board of Directors is also proposing the appointment of an Reserve ExecutiveDirector and an Reserve Supervisory Director.
Title

Name(Date of Birth)

Career History
December 2007
July 2011

ExecutiveDirector(Candidate)

September 2013Nanako Ito(May 8, 1980)

Reappointment

November 2015
October 2016
September 2021
January 2022
April 1997
September 2002
May 2003
November 2003

SupervisoryDirector(Candidate)
Reappointment

January 2004
Arata Nomoto(July 8, 1968)

February 2008
February 2010
June 2016
August 2016

July 2020

6

Qualified as Attorney at Law
Mitsui Company
Nijubashi Law Office (now IwaidaPartners)
Securities Monitoring Division,Securities and Exchange SurveillanceCommission, Financial Services Agency
Nijubashi Law Office (now IwaidaPartners)
Counsel, Iwata Godo Law Office
Executive Director, Ichigo GreenInfrastructure Investment Corporation(current)
Partner, Iwata Godo Law Office (current)
Qualified as Attorney at Law
Konaka, Toyama & Hosoya
Paul Hastings LLP (New York)New York Lawyer registration (UnitedStates)
California Lawyer registration (UnitedStates)
Foreign Law Joint Enterprise, Paul
Hastings
Partner, Paul Hastings
Partner, City-Yuwa Partners (current)
Supervisory Director, Ichigo GreenInfrastructure Investment Corporation(current)
External Member, Compliance
Committee, PAG Real Estate Advisory(now Takara PAG Real Estate Advisory)(current)
Auditor, M&G Investments Japan(current)TitleName(Date of Birth)

Career History
April 2000
June 2004
July 2006
July 2006
April 2007
March 2008

Supervisory
Director(Candidate)
Reappointment

August 2009
Kiyofumi
Fujita(July 21, 1972)

May 2014
June 2015
March 2016
June 2016
May 2017
November 2018
November 2022
June 2023

Reserve
Executive
Director(Candidate)
Reappointment

KensukeKashiwagi(April 26,1981)

October 2007
October 2012
January 20167

Qualified as Attorney at Law
Yodoyabashi LPC (now Yodoyabashi &Yamagami LPC)
Inspection Coordination Division,
Financial Services Agency
Yodoyabashi & Yamagami LPC TokyoOffice
Independent Auditor, FelissimoCorporation
Partner, Yodoyabashi & Yamagami LPC
Tokyo Office (current)
External Member, Compliance
Committee, Nittochi Asset Management
Co., Ltd. (now Chuo Nittochi AssetManagement Co., Ltd. )(current)
Special Member, Compliance
Committee, Fin Tech Asset Management
Incorporated
Independent Director, Felissimo
Corporation (current)
Auditor, en Human Capital Education
Center (now en Human Capital
Education Association) (current)
Independent Director, Toyo Green Co.,
Ltd. (current)
Supervisory Director, Ichigo GreenInfrastructure Investment Corporation(current)
Independent Director, Kowa Co., Ltd.
(current)
Auditor, Gracchus & Associates, Inc.
(current)
Director, Ippan Zaidan Hojin CEL
Scholarship Foundation (current)
Independent Director, KNT-CT Holdings
Co., Ltd. (current)

Qualified as Attorney at Law
Nishimura Asahi Law Office
Iwata Godo Law OfficePartner, Iwata Godo Law Office (current)TitleName(Date of Birth)Reserve
Supervisory
Director(Candidate)

Career History
October 2005

Yuji Kondo(August 17,1981)

Reappointment

July 2012
January 2017

Qualified as Attorney at Law
City-Yuwa Partners
Pillsbury Winthrop Shaw Pittman LLP(New York Office)Partner, City-Yuwa Partners (current)

Note 1: The Director candidates are not related parties of Ichigo Green and they hold noIchigo Green shares.
Note 2: Executive Director candidate Nanako Ito is listed above using hermaiden/professional name. Her name on the family register is Nanako Kita.
3. Schedule
August 10, 2023
August 31, 2023
September 1, 2023
September 23, 2023

Board of Directors Resolution
Begin Electronic Provision of Shareholder Meeting Materials viaIchigo Green and Tokyo Stock Exchange Websites (expected)
Distribution of Shareholder Meeting Materials (expected)
Shareholder Meeting (expected)8