This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 7384
June 6, 2023
(Start date of electronic provision of documents: June 1, 2023)
To Shareholders with Voting Rights:
Susumu Narita
President
Procrea Holdings, Inc.
3-1, Katta 1-Chome, Aomori City,
Aomori, JapanNOTICE OF CONVOCATION OF
THE 1ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are hereby informed that the 1st Ordinary General Meeting of Shareholders of Procrea Holdings,
Inc. (the “Company”) will be held as described below.
For the convocation of this General Meeting of Shareholders, the Company provides documents byelectronic means and has posted the matters for electronic provision as the “Notice of Convocation of the
1st Ordinary General Meeting of Shareholders” on the following website.
Company website (Japanese only):https://www.procrea-hd.co.jp/shareholder/soukai.html
In addition to the Company’s website, the matters for electronic provision are also disclosed on thefollowing website.
Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Access the above TSE website, enter the issue name “Procrea Holdings” or the securities code “7384”
and click on Search. Select “Basic Information” and then “Documents for Public Inspection/PR
Information,” and check the “Notice of General Shareholders Meeting /Informational Materials for a
General Shareholders Meeting” in the “Filed information available for public inspection” section.
In lieu of attending the meeting in person, you may exercise your voting rights by mailing the enclosed
Voting Rights Exercise Form or via electromagnetic means (via the Internet). Please review the attached
Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00
p.m. on Tuesday, June 27, 2023, Japan Standard Time.
The meeting will be streamed live via the Internet. Therefore, you will be able to watch it online
without visiting the venue.

-1-

1. Date and Time:

Wednesday, June 28, 2023 at 10:00 a.m. Japan time
(Reception desk opens at 9:00 a.m.)

2. Place:

8F, Main Conference Room, Head Office of The Aomori Bank,
9-30, Hashimoto 1-chome, Aomori City, Aomori, Japan

3. Meeting Agenda:
Matters to be reported: The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 1st Fiscal Year
(April 1, 2022 - March 31, 2023) and results of audits by the Accounting
Auditor and the Audit and Supervisory Committee of the Consolidated
Financial Statements
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Ten (10) Directors (excluding Directors who are Audit andProposal 3:
Supervisory Committee Members)
Determination of Amounts of Remuneration, etc. for Directors (excluding
Proposal 4:
Directors who are Audit and Supervisory Committee Members)
Determination of Amounts of Remuneration, etc. for Directors who are
Proposal 5:
Audit and Supervisory Committee Members
4. Other Decisions Regarding this Convocation(1) If you do not indicate your approval or disapproval of any of the
proposals on the voting form, we will assume that you have indicatedyour approval of the proposal.
(2) If you exercise your voting rights both via the Internet and in writing,
only the vote placed via the Internet will be handled as valid. If you
exercise your voting rights more than once via the Internet, the last vote
exercised shall be deemed valid.

 Requests to the shareholders
・ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
upon arrival.
Shareholders are kindly requested to bring this notice of convocation to the meeting venue in order tohelp conserve resources.
・ In order to save electricity, the air conditioning at the venue will be set moderately. We would
appreciate your attendance in light attire.
 Notice
・ For this General Meeting of Shareholders, regardless of whether you have requested delivery of
written documents, we will send you a document containing the matters for electronic provision.
However, this document does not include the following items in accordance with laws and regulations
as well as Article 25, paragraph (2) of the Company’s Articles of Incorporation:(1) Consolidated Financial Statements section: “Consolidated Statement of Changes in Shareholders’Equity” and “Notes to Consolidated Financial Statements”; and(2) Non-consolidated Financial Statements section: “Statement of Changes in Shareholders’ Equity”
and “Notes to Non-consolidated Financial Statements”
Therefore, the Consolidated Financial Statements and Non-Consolidated Financial Statements
included in this document (Japanese only) are those that were audited by the Audit and Supervisory
Committee in preparing the Audit Report and by the Accounting Auditor in preparing the Accounting
Audit Report.
・ If any revisions are required in the matters for electronic provision, the revisions will be posted on therespective websites where the initial information was posted.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The Company’s basic policy is to maintain stable dividends while striving for long-term
enhancement of its business foundation. Under this policy, the Company proposes that the surplus for the
fiscal year under review be appropriated as follows.
Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amountThe Company proposes to pay 25 yen per share of common stock and 60.3265 yen per share ofClass 1 preferred stock.
In this case, the total dividend amount would be 826,483,835 yen.
(Common Stock: 715,483,075 yen in total; Class 1 Preferred Stock: 111,000,760 yen in total)
As a result, the full-year dividends for the fiscal year under review will be 50 yen per share ofcommon stock, including an interim dividend of 25 yen that has already been paid, and 120.653
yen per share of Class 1 preferred stock, including an interim dividend of 60.3265 yen that has
already been paid.
(3) Effective date of distribution of surplus
June 29, 2023

-3-

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reason for Amendment(1) The Company proposes the establishment of a new provision in the Articles of Incorporation
allowing the Board of Directors to decide on the acquisition of treasury shares in accordance withlaws and regulations, in order to enable the Board of Directors to make flexible decisions on theacquisition of treasury shares with regard to Class 1 preferred stock involving public funds, inaccordance with the Company’s financial situation and stock price trends, etc., and to enable a
flexible capital policy in response to changes in the business environment.
(2) The Company also proposes to make other necessary changes.
2. Nature of Amendment
The content of the amendments are as follows.
Please note that the amendments will become effective upon the conclusion of this General Meetingof Shareholders.
(Changes are underlined.)
Current Articles of Incorporation
Proposed Amendments
Article 7 Acquisition of Treasury Shares
Article 7 Acquisition of Treasury Shares
Under the provisions of Article 165, paragraph (2) of Under the provisions of Article 165, paragraph (2) of
the Companies Act, the Company may acquire the Companies Act, the Company may acquire
treasury shares through market transactions or the treasury shares through market transactions or the
like by resolution of the Board of Directors.
like by resolution of the Board of Directors.
[Newly established]
2 Under the provisions of Article 459 of theCompanies Act, the Company may, by resolution of
the Board of Directors, acquire treasury shares,
specifying the matters listed in each item of Article
156, paragraph (1) of the said Act, except in the caseof making a decision under the provisions of Article
160, paragraph (1) of the said Act.
Article 13 Class I Preferred Dividend

Article 13 Class I Preferred Dividend[Omitted]
3 Surplus dividends will not be paid to Class I
Preferred Shareholders and Registered Class I Pledge
Holders in excess of the Class I Preferred Dividend
amount. However, this shall not apply in the event ofa surplus dividend under Article 758, item (viii)(b) or
Article 760, item (vii)(b) of the Companies Act while
the Company executes absorption-type split
procedures, or a surplus dividend under Article 763,
item (xii)(b) or Article 765, paragraph (1), item
(viii)(b) of the Companies Act while the Company
executes
incorporation-type
corporate
split
procedures.

[Omitted]
3 Surplus dividends will not be paid to Class I
Preferred Shareholders and Registered Class I Pledge
Holders in excess of the Class I Preferred Dividend
amount. However, this shall not apply in the event ofa surplus dividend under Article 758, item (viii)(b) or
Article 760, item (vii)(b) of the Companies Act while
the Company executes absorption-type split
procedures, or a surplus dividend under Article 763,
paragraph (1) , item (xii)(b) or Article 765, paragraph(1), item (viii)(b) of the Companies Act while theCompany executes incorporation-type corporate split
procedures.

-4-

Proposal 3: Election of Ten (10) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all ten (10) Directors (excluding Directors who are Audit and Supervisory
Committee members) will expire at the conclusion of this meeting.
Accordingly, the election of ten (10) Directors (excluding Directors who are Audit and Supervisory
Committee members) is proposed.
This proposal was settled on after deliberation and a report by the Nomination and Remuneration
Committee. It has also been reviewed by the Audit and Supervisory Committee, which has expressed that
there are no particular issues to point out.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee
members) are as follows:

No.

1
2
3

Name
Susumu Narita(Male)
Takayuki Fujisawa(Male)
Keitaro Ishikawa(Male)

Current position at the Company[Reappointment]

President (Representative Director)[Reappointment]

Vice President (Representative Director)[Reappointment]

Director

4

Tsuyoshi Tamura(Male)[Reappointment]

Director

5

Yo Mori(Male)[Reappointment]

Director

6

Motomi Shiratori(Male)[Reappointment]

Director

7

Shinji Suto
(Male)[Reappointment]

Director

8

Hideyuki Okawa(Male)[New appointment]

General Manager, Credit Planning
Division

9

Katsunori Mikuniya(Male)

10

Kazunari Higuchi(Male)[Reappointment][Outside][Independent][Reappointment][Outside][Independent]

Attendanceat meetingsof the Boardof Directors
17/17(100%)
17/17(100%)
17/17(100%)
17/17(100%)
16/17
(94%)
17/17
(100%)
17/17(100%)-

Director

17/17(100%)

Director

17/17(100%)

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1978
June 2007
June 2008

1

2

Class andnumber ofshares of theCompany held

Joined The Aomori Bank, Ltd.
General Manager, Corporate Banking Division
Susumu Narita
Executive Officer / General Manager, Credit(September 27, 1954)
Supervision Division
June 2010
Executive Officer / General Manager, Hirosaki[Reappointment]
BranchCommon stock:
April 2011
Executive Officer / Hirosaki Area Supervisor
6,920 shares[Attendance at theJune 2011
Managing Director
Board of Directors
June 2014
Senior Managing Director
meetings]
April 2015
Director / President (current position) in charge of
100% (17/17)
Auditing Division
April 2022
President (current position) in charge of Auditing
Division, the Company[Reason for nomination as candidate for Director]
Mr. Susumu Narita possesses a wealth of practical experience and deep insights gained through involvement incorporate sales planning, credit management services, and other areas at The Aomori Bank. He has provided
leadership for many years since appointment as the representative director in June 2014, leading The Aomori
Bank to sustainable growth and higher enterprise value.
As the chief executive officer of the Joint Holding Company, he has supervised and guided the merger ofthe subsidiary banks and made steady progress. He is nominated as a director candidate because it is judged that
he can continue to contribute to sustainable growth and improvement of enterprise value and that he can be
expected to increase the effectiveness of decision-making and supervisory functions of the Board of Directors.
April 1990
Joined The Michinoku Bank, Ltd.
April 2007
General Manager, Management Planning Division
April 2010
General Manager, Furukawa Branch
Takayuki Fujisawa
April 2012
General Manager, Personnel Division(August 26, 1966)
April 2015
Executive Officer, Director of Business Promotion
Headquarters, and General Manager, Sales[Reappointment]
Strategy Division
Common stock:June 2016
Managing Executive Officer, Director of Business
1,150 shares[Attendance at thePromotion Headquarters, and General Manager,
Board of Directors
Sales Strategy Division
meetings]
April 2017
Senior Executive Officer and Director of Business
100% (17/17)
Promotion Headquarters
June 2018
President (current position)
April 2022
Vice President (current position) in charge of HR
Planning Division, the Company[Reason for nomination as candidate for Director]
Mr. Takayuki Fujisawa possesses a wealth of practical experience and expert knowledge gained throughinvolvement in business planning, human resources, sales promotion, and other areas at The Michinoku Bank.
He has provided leadership since appointment as the representative director in June 2018, leading The
Michinoku Bank to sustainable growth and higher enterprise value.
He has been fulfilling his duties and responsibilities appropriately, including assisting the chief executive
officer of the Joint Holding Company. He is nominated as a director candidate because it is judged that he cancontinue to contribute to sustainable growth and improvement of enterprise value and that he can be expected toincrease the effectiveness of decision-making and supervisory functions of the Board of Directors.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1984
April 2010
April 2011
June 2013
June 2014
June 2015

3

4

Class andnumber ofshares of theCompany held

Joined The Aomori Bank, Ltd.
General Manager, Personnel Division
General Manager, General Planning Division
General Manager, Head Office
Executive Officer / General Manager, Head Office
Executive Officer / General Manager, Business
Administration Division
Keitaro Ishikawa
June 2016
Director / Executive General Manager, Regional(April 26, 1961)
Headquarters (Hirosaki Area)
June 2018
Managing Executive Officer / Executive General[Reappointment]
Common stock:
Manager, Regional Headquarters (Hirosaki Area)
2,360 shares
June 2019
Director / Managing Executive Officer[Attendance at theJune 2021
Director and Senior Managing Executive Officer
Board of Directors
April 2022
Director (current position) in charge of Businessmeetings]
Execution Management, Management Planning
100% (17/17)
Division, and Integration Promotion Division, theCompany
June 2022
Director / Deputy President (current position) incharge of General Planning Division, Treasury andInternational Division, General Affairs Division,and Tokyo Liaison Office, The Aomori Bank, Ltd.
[Reason for nomination as candidate for Director]
Mr. Keitaro Ishikawa has of a broad range of practical experience gained through involvement in businessplanning, retail sales planning, human resources, and other areas at The Aomori Bank. He has provided
leadership in the formulation of various strategies while overseeing the overall management of different
divisions.
As a business execution supervisor at the Joint Holding Company, he has promoted the merger ofsubsidiary banks and made steady progress. He is nominated as a director candidate because it is judged that hecan continue to contribute to sustainable growth and improvement of enterprise value and that he can be
expected to increase the effectiveness of decision-making and supervisory functions of the Board of Directors.
April 1985
Joined The Aomori Bank, Ltd.
April 2009
General Manager, Shiroshita Branch
June 2011
General Manager, Sendai Branch
Tsuyoshi Tamura
October 2012
General Manager, Corporate Banking Division(September 22, 1962)
June 2015
General Manager, Credit Supervision Division
June 2016
Executive Officer and General Manager, Credit[Reappointment]
Common stock:
Supervision Division
2,300 shares
June 2018
Managing Executive Officer[Attendance at the
April 2022
Director (current position) in charge of System andBoard of Directors
Operations Administration Division, the Company
meetings]
June 2022
Director and Senior Managing Executive Officer
100% (17/17)(current position) in charge of System
Development Division and Operations
Administration Division, The Aomori Bank, Ltd.
[Reason for nomination as candidate for Director]
Mr. Tsuyoshi Tamura has a wealth of practical experience gained through involvement in corporate sales
planning, credit management, and other areas at The Aomori Bank. Most recently, he has led the Systems
Division and Administrative Division, where he was instrumental in promoting system integration and theimplementation of digital transformation (DX).
His experiences and insights have been applied at the Joint Holding Company as well. He is nominated asa director candidate because it is judged that he can continue to contribute to sustainable growth andimprovement of enterprise value and that he can be expected to increase the effectiveness of decision-making
and supervisory functions of the Board of Directors.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1986
July 2009
April 2011
June 2013
June 2015
June 2017

5

6

Class andnumber ofshares of theCompany held

Joined The Aomori Bank, Ltd.
General Manager, Namidate-Dori Branch
General Manager, Misawa Branch
General Manager, Personnel Division
Yo Mori
General Manager, Head Office(December 6, 1963)
Executive Officer and General Manager, Head
Office[Reappointment]
June 2019
Managing Executive Officer / Executive General
Common stock:
Manager, Regional Headquarters (Aomori Area)
2,300 shares[Attendance at the
April 2022
Director (current position) in charge of Regional
Board of Directors
Co-creation Division, the Company
meetings]
June 2022
Director, Senior Managing Executive Officer, and
94% (16/17)
Executive General Manager, Regional
Headquarters (Aomori Area) (current position) incharge of Business Administration Division,
Business Promotion Division, and Business
Partnering Division, The Aomori Bank, Ltd.
[Reason for nomination as candidate for Director]
Mr. Yo Mori has a wealth of practical experience gained through the management of three sales offices andinvolvement in human resources and other areas at The Aomori Bank. Most recently, he has served as the
manager of a district sales division, where he has provided leadership in improving performance and in the
management of the area.
His experiences and insights have been applied at the Joint Holding Company as well. He is nominated asa director candidate because it is judged that he can continue to contribute to sustainable growth andimprovement of enterprise value and that he can be expected to increase the effectiveness of decision-making
and supervisory functions of the Board of Directors.
April 1989
Joined The Aomori Bank, Ltd.
April 2010
General Manager, Ominato BranchMotomi Shiratori
October 2012
General Manager, Sendai Branch(January 1, 1967)
June 2015
General Manager, Corporate Banking Division
July 2017
General Manager, Hirosaki Branch[Reappointment]
June 2019
Executive Officer and General Manager, HeadCommon stock:
Office1,900 shares[Attendance at the
April 2022
Director (current position) in charge of Credit
Board of Directors
Planning Division, the Company
meetings]
April 2022
Managing Executive Officer (current position) in
100% (17/17)
charge of Risk Administration Division, Credit
Supervision Division, and Personnel Division, The
Aomori Bank, Ltd.
[Reason for nomination as candidate for Director]
Mr. Motomi Shiratori has a wealth of practical experience gained through the management of four sales offices
and involvement in corporate sales planning and other areas at The Aomori Bank. Most recently he has
provided leadership by leading the risk management, credit supervision, and personnel divisions.
His experiences and insights have been applied at the Joint Holding Company as well. He is nominated asa director candidate because it is judged that he can continue to contribute to sustainable growth andimprovement of enterprise value and that he can be expected to increase the effectiveness of decision-making
and supervisory functions of the Board of Directors.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1992
March 2008
April 2008
April 2012
April 2015
April 20177

8

Class andnumber ofshares of theCompany held

Joined The Michinoku Bank, Ltd.
General Manager, Sales Management Division
General Manager, Sales Development Division
General Manager, Furukawa Branch
Shinji Suto
General Manager, Management Planning Division(July 30, 1969)
Executive Officer and General Manager,
Management Planning Division[Reappointment]
Common stock:
April 2018
Managing Executive Officer
882 shares
April 2019
Senior Executive Officer[Attendance at the
April 2022
Director (current position) in charge of Risk
Board of Directors
Administration Division, the Company
meetings]
June 2022
Director and Senior Executive Officer (current
100% (17/17)
position) in charge of Management Planning
Division, Risk Management Division, andIntegration and Promotion Division, The
Michinoku Bank, Ltd.
[Reason for nomination as candidate for Director]
Mr. Shinji Suto has a wealth of practical experience gained through involvement in business planning, business
management, personnel and general affairs, sales promotion, and other areas at The Michinoku Bank. Most
recently he has led the Management Planning Division, where he has provided leadership in all aspects of thebusiness strategy, business improvement, and general management.
His experiences and insights have been applied at the Joint Holding Company as well. He is nominated asa director candidate because it is judged that he can continue to contribute to sustainable growth andimprovement of enterprise value and that he can be expected to increase the effectiveness of decision-making
and supervisory functions of the Board of Directors.
April 1989
Joined The Michinoku Bank, Ltd.
July 2009
General Manager, Aomori-Minami Branch
July 2011
General Manager, Credit Planning Division
April 2015
General Manager, KeyMan Promotion Division
August 2016
General Manager, Sapporo Branch
April 2018
Executive Officer and General Manager, Sapporo
Hideyuki Okawa
Branch(September 1, 1966) April 2019
Common stock:
Executive Officer and Director of Business
506 shares
Promotion Headquarters[New appointment]
April 2021
Executive Officer and General Manager, Credit
Division
April 2022
Managing Executive Officer (current position) incharge of Personnel and General Affairs Division
and Credit Division
October 2022
General Manager, Credit Planning Division, theCompany (current position)[Reason for nomination as candidate for Director]
Mr. Hideyuki Okawa has a wealth of practical experience gained through the management of two sales offices
and involvement in credit supervision, sales promotion, and other areas at The Michinoku Bank. Most recently
he has provided leadership by leading the credit supervision and the human resources and general affairs
divisions.
He is nominated as a director candidate because it is judged that by applying his experiences and insights,
he can contribute to the sustainable growth and improvement of enterprise value of the Joint Holding Company
and that he can be expected to increase the effectiveness of decision-making and supervisory functions of theBoard of Directors.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1974
July 1979
June 1981

9

Class andnumber ofshares of theCompany held

Joined the Ministry of FinanceDirector, Sanjo Tax OfficeDirector, Economics Department, Agriculture andForestry Division, Aomori Prefectural Government
April 1982
Director, Fiscal Policy Department, General
Affairs Division, Aomori Prefectural Government
July 1997
Director, Corporate Finance Department, Securities
Katsunori Mikuniya
Bureau, Ministry of Finance(April 25, 1951)
July 2002
Councilor, Planning and Coordination Bureau,
Financial Services Agency[Reappointment]
July 2004
General Councilor, Financial Services Agency[Outside]
Common stock:
August 2005
Director General, Planning and Coordination[Independent]
0 shares
Bureau, Financial Services Agency
July 2008
Director General, Supervisory Bureau, Financial[Attendance at theServices Agency
Board of Directors
July 2009
Commissioner, Financial Services Agency
meetings]
October 2011
Counselor, Nitori Holdings Co., Ltd.
100% (17/17)
April 2012
Professor, University of Tokyo (Policy Vision
Research Center)
March 2015
Chair, Deposit Insurance Corporation of Japan
October 2017
Chair, International Association of Deposit
Insurers (IADI)
April 2021
Counselor, Open House Co., Ltd. (current position)
April 2022
Outside Director, the Company (current position)[Reason for nomination as candidate for Outside Director and expected role]
Mr. Katsunori Mikuniya has a wealth of experience and broad insights into financial and monetaryadministration gained through service as Commissioner of the Financial Services Agency, Chair of the Deposit
Insurance Corporation of Japan and in numerous other positions, and as a native of Aomori Prefecture, he has a
deep understanding of the area.
His experiences and insights have been applied at the Joint Holding Company as well. He is nominated as
an outside director candidate because it is judged that he can continue to contribute to sustainable growth andimprovement of enterprise value and that he can be expected to increase the effectiveness of decision-making
and supervisory functions of the Board of Directors.
His term of office as an outside director of the Company will have been one year and three months at theconclusion of this General Meeting of Shareholders.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
March 2006

Class andnumber ofshares of theCompany held

Joined Fuji Bank, Ltd. (now Mizuho Bank, Ltd.)Manager, Kabutocho Corporate Banking and
Securities Business Department, Mizuho Corporate
Bank, Ltd. (now Mizuho Bank, Ltd.)
April 2008
Manager, Payments Sales Division
Kazunari Higuchi
April 2009
Executive Officer and Manager, Operations(January 3, 1957)
Auditing Department
April 2010
Counselor, Mizuho Research Institute Ltd. (now[Reappointment]
Mizuho Research & Technologies, Ltd.)[Outside]
Common stock:
May 2010
Managing Executive Officer[Independent]
0 shares
May 2011
President and Representative Director, UC Card
Co., Ltd.
[Attendance at the
May 2011
Director, Qubitous Co., Ltd. (now Credit Saison
Board of Directors
Co., Ltd.)
meetings]
April 2016
Counselor, UC Card Co., Ltd.
100% (17/17)
June 2016
Full-Time Auditor, Taiyo Nippon Sanso Corp.
10(now Nippon Sanso Holdings Corp.)
June 2020
Outside Director, Kureha Corp. (current position)
June 2020
Director, The Michinoku Bank, Ltd.
April 2022
Outside Director, the Company (current position)[Reason for nomination as candidate for Outside Director and expected role]
Mr. Kazunari Higuchi has a wealth of experience and broad insights into corporate management and financial
practice gained through service as an officer at a large bank and representative director of a major credit cardcompany. He was appointed outside director of The Michinoku Bank in 2020, and continues to appropriately
discharge his duties and responsibilities.
His experiences and insights have been applied at the Joint Holding Company as well. He is nominated as
an outside director candidate because it is judged that he can continue to contribute to sustainable growth andimprovement of enterprise value and that he can be expected to increase the effectiveness of decision-making
and supervisory functions of the Board of Directors.
His term of office as an outside director of the Company will have been one year and three months at theconclusion of this General Meeting of Shareholders.
Notes: 1. There is no special interest between each candidate for Director and the Company.
2. Mr. Katsunori Mikuniya and Mr. Kazunari Higuchi are candidates for Outside Director.
3. The Company has registered Mr. Katsunori Mikuniya and Mr. Kazunari Higuchi as Independent
Directors with the Tokyo Stock Exchange as set forth in the regulations of the Exchange, and if
their reappointment is approved, the Company intends for them to continue as Independent
Directors.
4. Liability limitation agreements with Directors
The Company has entered into an agreement with Mr. Katsunori Mikuniya and Mr. Kazunari
Higuchi to limit their liability pursuant to Article 427, paragraph (1) of the Companies Act, and if
their reappointment is approved, the Company intends to continue the agreement with them.
An overview of the content of the liability limitation agreement is as follows:・ In the event that a Director is liable for damages to the Company owing to failure to perform
his or her duties, his or her liability shall be limited to the total amount provided for in each
item of Article 425, paragraph (1) of the Companies Act.
・ The aforementioned limitation of liability shall only be recognized in cases when theperformance of duties by the Director that is the cause of the liability is done so in good faithand without serious negligence.
5. Directors and officers liability insurance agreement with Directors- 11 -

The Company has entered into a directors and officers liability insurance agreement with aninsurance company as stipulated in Article 430-3, Paragraph (1) of the Companies Act. At thetime of renewal, the Company intends to renew the agreement under the same terms. Directors, if
their reappointment is approved, will continue to be covered by the said insurance agreement.
An overview of the contents of the directors and officers liability insurance agreement is asfollows:
・ The insurance premium is fully borne by the Company.
・ The insurance agreement shall cover any damage that may arise as Directors, the insured,assume responsibility in executing their duties or receive claims related to the pursuit of suchliability. However, there are certain exemptions, such as no compensation being given for
liability attributable to acts in violation of laws or regulations that were carried out with fullknowledge of their illegality.

- 12 -

(Reference) Skills Matrix
As a whole, the Company’s Board of Directors possesses a well-balanced composition of diverse
knowledge and expertise.
The following skills in particularly are expected to be demonstrated by the directors, both internal andoutside, in the Board of Directors:
Internal Directors

Susumu Narita

Vice President

Takayuki Fujisawa

Vice President

Keitaro Ishikawa

Director

Tsuyoshi Tamura

Director

Yo Mori

Director

Motomi Shiratori

Director

Shinji Suto

Director

Hideyuki Okawa●●

Akira Nakagawa

●

●

●

Director(Audit and Supervisory
Committee Member)

●
●

●
●
●

●

Outside Director

Kazunari Higuchi
Masashi Iwakigawa

Outside Director(Audit and Supervisory
Committee Member)

PublicAdministration

●

●

●
●

●

●

●

●

Outside Director(Audit and Supervisory

Tetsutaro Wakatsuki●

Mie Ishida●Committee Member)

Outside Director(Audit and Supervisory

Law

Regional
EconomyKatsunori Mikuniya

Finance

Outside Director

Corporate
Management

Skills Expected to be Demonstrated
in the Board of Directors
NameCommittee Member)- 13 -●●

Outside Directors

PositionInternational/
MarketInvestments

●
●

●
●

DX/ICT

●

●

●
●
●

President

Human
Resources/
TalentDevelopment

Risk
Management●●●

Finance/
Accounting

Name

Sales/
Marketing

Position

Corporate
Management

Skills Expected to be Demonstrated in the Board of Directors

Notes: 1. This is the planned structure of the Board of Directors after the election of the director candidates
in Proposal 3 for this General Meeting of Shareholders.
2. This is a list of skills that are particularly expected to be demonstrated and does not encompass
all the knowledge possessed by each individual.

- 14 -

(Reference)

Independence Standards for Outside Officers

The Company designates all Outside Officers who qualify as Independent Directors as Independent
Directors.

(Independence Standards for Outside Directors)
The Company has formulated its Independence Standards as follows:(1) The person shall not be a party for whom the Procrea Holdings Group is a major business partner
nor an executive thereof.
(2) The person shall not be a party which is a major business partner of the Procrea Holdings Group nor
an executive thereof.
(3) The person shall not be a consultant, accounting specialist, or legal specialist who receives
significant money or other financial benefits from the Procrea Holdings Group apart from the
Director’s remuneration.
(4) The person shall not be a major shareholder of the Procrea Holdings Group nor an executive thereof.
(5) The person shall not be a person who receives significant donations from the Procrea HoldingsGroup nor an executive thereof.
(6) The person shall not have fallen under any of the criteria in (1) to (5) above within the past three (3)years.
(7) The person shall not be a close relative of anyone falling under any of the criteria (1) to (6) above(except those who are not in a principal position).

*1

*2

*3
*4
*5
*6

“A party for whom the Procrea Holdings Group is a major business partner”: Refers to a business
partner for which transactions with the Procrea Holdings Group make up 2% or more of thebusiness partner’s consolidated net sales in the most recent fiscal year.
“A party which is a major business partner of the Procrea Holdings Group”: Refers to a business
partner for which income from transactions with the business partner makes up 2% or more of the
Procrea Holdings Group’s consolidated gross profit in the most recent fiscal year.
“Significant”: An amount exceeding the greater of 10 million yen per year or 30% of the party’s
annual expenses, averaged over the past three (3) years“A major shareholder”: A shareholder that holds 10% or more in direct or indirect voting rights of
the Procrea Holdings Group“Those who are not in a principal position”: A person who is not an officer or general manager ofthe company“A close relative”: A relative within the second degree of kinship- 15 -

Proposal 4: Determination of Amounts of Remuneration, etc. for Directors (excluding Directors
who are Audit and Supervisory Committee Members)

The amount of remuneration, etc. for the Company’s Directors (excluding Directors who are Audit
and Supervisory Committee members) is set forth in Article 2, Item 1 of the Supplementary Provisions of
the Company’s Articles of Incorporation, stating that the total amount of remuneration, etc. for the period
from the Company’s establishment date until the end of the first ordinary general meeting of shareholders
shall be no greater than ¥300 million yen per year.
Therefore, the Company asks that the amount of remuneration, etc. for the Company’s Directors(excluding Directors who are Audit and Supervisory Committee members) to be paid after the conclusionof this general meeting of shareholders be approved.
This proposal seeks approval to continue setting the amount of remuneration, etc. for Directors(excluding Directors who are Audit and Supervisory Committee members) at no greater than ¥300
million yen per year, after careful consideration of the Company’s management structure, economic
conditions, and various other circumstances.
Please note that the amount of remuneration, etc. for Directors (excluding Directors who are Audit
and Supervisory Committee members) will not include salaries paid for the service rendered as
employees by Directors who also serve as employees of the Company, as has been the practice.
This proposal was settled on after deliberation and a report by the Nomination and Remuneration
Committee. It has also been reviewed by the Audit and Supervisory Committee, which has expressed that
there are no particular issues to point out.
The Company established a policy on the amount or calculation method of Directors’
remuneration at the meeting of the Board of Directors held on April 1, 2022, an outline which is set forthin the Business Report from page 40 to page 41 (available in Japanese only). The remuneration, etc.
based on this proposal is in line with the said policy, and there is no plan to change the policy even if this
proposal is approved. Furthermore, the Company believes that this proposal is sufficient to cover the
remuneration, etc. of Directors (excluding Directors who are Audit and Supervisory Committee
members) in accordance with said policy, and that it is reasonable in light of the remuneration limits
approved by the general meetings of shareholders of other companies of the same size and business as
the Company.
If Proposal 3 is approved as proposed, there will be 10 Directors (excluding Directors who are Audit
and Supervisory Committee members), including 2 Outside Directors.

- 16 -

Proposal 5: Determination of Amounts of Remuneration, etc. for Directors who are Audit andSupervisory Committee Members

The amount of remuneration, etc. for the Company’s Directors who are Audit and Supervisory
Committee members is set forth in Article 2, Item 2 of the Supplementary Provisions of the Company’s
Articles of Incorporation, stating that the total amount of remuneration, etc. for the period from theCompany’s establishment date until the end of the first ordinary general meeting of shareholders shall be
no greater than ¥60 million yen per year.
Therefore, the Company asks that the amount of remuneration, etc. for the Company’s Directors
who are Audit and Supervisory Committee members to be paid after the conclusion of this general
meeting of shareholders be approved.
This proposal seeks approval to continue setting the amount of remuneration, etc. for Directors who
are Audit and Supervisory Committee members at no greater than ¥60 million yen per year, after carefulconsideration of the Company’s management structure, economic conditions, and various othercircumstances.
This proposal was settled on after deliberation and a report by the Nomination and Remuneration
Committee. It has also been reviewed by the Audit and Supervisory Committee, which has expressed that
there are no particular issues to point out.
The Company believes that this proposal is sufficient to cover the remuneration, etc. of Directors
who are Audit and Supervisory Committee members, and that it is reasonable in light of the remuneration
limits approved by the general meetings of shareholders of other companies of the same size andbusiness as those of the Company.
Currently, there are four (4) Directors who are Audit and Supervisory Committee members,
including three (3) Outside Directors.

- 17 -