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 13, 2021
IssuerIchigo Green Infrastructure Investment Corporation (“Ichigo Green,” 9282)
1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo
Representative: Mami Nagasaki, 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 DirectorsIchigo Green’s Board of Directors has decided to submit the following proposals toamend its Articles of Incorporation (AOI) and elect Directors at its September 25, 2021
Shareholder Meeting. The amended AOI and the election of Directors will become
effective upon shareholder approval at the Shareholder Meeting.
1. Purpose of the Proposed Amendments to the AOI
Pursuant to Article 93, Clause 1 of the Act on Investment Trusts and Investment
Corporations, Ichigo Green has a “Deemed Approval” provision in Article 15 of its
Articles of Incorporation (AOI), under which if a shareholder does not vote at ashareholder meeting, the shareholder will be deemed to have approved proposals
submitted at the shareholder meeting (excluding cases where there are competing
proposals with respect to the same agenda item).
However, because it is difficult to submit alternative proposals under a Deemed
Approval system, and proposals that significantly impact shareholders and theInvestment Corporation’s governance structure or that may pose conflicts of interestsbetween shareholders and Ichigo Green’s directors and asset management company may
be approved under a Deemed Approval system without sufficient shareholder
deliberation and support from a majority of shareholders, and given the current debatewith respect to shareholder proposals by minority shareholders, Ichigo Green proposes
amendments to limit the scope of the Deemed Approval system such that it will not
apply to certain proposals that have been clearly opposed in advance by minority
shareholders or the Investment Corporation.
Such proposals include: 1) the appointment or dismissal of the Executive Director orSupervisory Directors; 2) the execution or termination of asset management agreementswith the asset management company; 3) the dissolution of the Investment Corporation;4) reverse share splits; 5) the waiving of liability of the Executive Director, Supervisory
Directors, or External Auditors; and 6) the approval of absorption-type andconsolidation-type (new entity) mergers.
To ensure fairness and transparency in the application of these rules, minority
shareholders, meeting certain qualifications, and the Investment Corporation will beable to register opposition to shareholder meeting proposals. Minority shareholders can1

submit a notice of opposition to the Investment Corporation (or if the convener of theshareholder meeting is not the Executive Director or Supervisory Directors, then to theInvestment Corporation and the shareholder meeting convener), and the Investment
Corporation can notify its opposition in shareholder meeting materials or on its website.
In summary, Ichigo Green thus proposes to define exceptions to the Deemed Approvalsystem, and amend the Deemed Approval system rules to reflect the necessary changes.
(Article 15)
Proposed Amendments to Articles of Incorporation (AOI)(Amended areas underlined)
Current

After Amendment

Article 15 Deemed Approval

Article 15 Deemed Approval

1. – 2. (omitted)

1. – 2. (no change)(NEW)

3. Clause 2 above is not applicable toproposals regarding the following if (i) aminority shareholder owning at least 1% of
total shares outstanding for at least six
consecutive months submits a notice ofopposition to the Investment Corporation(or if the convener of the shareholder
meeting is not the Executive Director or a
Supervisory Director, then to theInvestment Corporation and the shareholder
meeting convener) within two weeks of theearlier of the date that the Investment
Corporation announces the proposals on its
website or the date the convener announces
the proposal; or (ii) the Investment
Corporation expresses opposition to theproposals in shareholder meeting materials
or on its website.
(1) the appointment or dismissal of the
Executive Director or Supervisory
Directors;(2) the execution or termination of asset
management agreements with the AssetManagement Company;(3) the dissolution of the Investment
Corporation;(4) reverse share splits;(5) the waiving of the liability of the
Executive Director, Supervisory
Directors, or External Auditors; and(6) approval for absorption-type andconsolidation-type (new entity) mergers.

(NEW)

4. Clauses 1 and 2 above are not applicable toproposals regarding amendments to Article
15.
2

2. Election of Directors
Due to the expiration of the Directors’ current terms of office as of this Shareholder
Meeting, Ichigo Green’s Board of Directors is proposing the new candidacy 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 Alternative
Executive Director and an Alternative Supervisory Director.
TitleName(Date of Birth)

Career History
December 2007

ExecutiveDirector(Candidate)July 2011
Nanako Ito(May 8, 1980)

New

September 2013
November 2015
October 2016

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 20203

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(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, PaulHastings
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

Kiyofumi
Fujita(July 21, 1972)

August 2009
May 2014
June 2015
March 2016
June 2016
May 2017
November 2018

Alternative
Executive
Director(Candidate)
New
Alternative
Supervisory
Director(Candidate)
Reappointment

KensukeKashiwagi(April 26,1981)

October 2007
October 2012
January 2016

October 2005
Yuji Kondo(August 17,1981)

July 2012
January 2017

Qualified as Attorney at Law
Yodoyabashi LPC (now Yodoyabashi &Yamagami LPC)
Inspection Coordination Division,Financial Services Agency
Yodoyabashi & Yamagami LPC TokyoOffice
Independent Auditor, Felissimo
Corporation
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)

Qualified as Attorney at Law
Nishimura Asahi Law Office
Iwata Godo Law OfficePartner, Iwata Godo Law Office (current)

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

Note 1: The Director candidates are not related parties of Ichigo Green and they hold noIchigo Green shares.
4Note 2: Executive Director candidate Nanako Ito is listed above using her
maiden/professional name. Her name on the family register is Nanako Kita.
3. Schedule
August 13, 2021
September 3, 2021
September 25, 2021

Board of Directors Resolution
Distribution of Shareholder Meeting Materials (expected)
Shareholder Meeting (expected)

5