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 4, 2024
(Start date of electronic provision of documents: May 30, 2024)
To Shareholders with Voting Rights:
Susumu Narita
President
Procrea Holdings, Inc.
3-1, Katta 1-Chome, Aomori City,
Aomori, JapanNOTICE OF CONVOCATION OF
THE 2ND 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 2nd 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
2nd 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 Monday, June 24, 2024, 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:
2. Place:

Tuesday, June 25, 2024 at 10:00 a.m. Japan time
(Reception desk opens at 9:00 a.m.)
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 2nd Fiscal Year
(April 1, 2023 - March 31, 2024) 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)
Election of Four (4) Directors who are Audit and Supervisory Committee
Proposal 4:
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 items below in accordance with laws and regulations aswell as the Company’s Articles of Incorporation. The Audit and Supervisory Committee and the
Accounting Auditor have audited the documents subject to audit, including the following items:(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”
・ 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.
In this case, the total dividend amount would be 715,261,975 yen.
As a result, the full-year dividends for the fiscal year under review will be 50 yen per share,including an interim dividend of 25 yen that has already been paid.
(3) Effective date of distribution of surplus
June 26, 2024

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reason for Amendment
The purpose of this amendment is to delete provisions related to Class I Preferred Stock, which had
been acquired and retired as of September 22, 2023, and to renumber chapters and articles upwardin consequence of the said changes.
2. Nature of Amendment
The content of the amendments are as follows.

Current Articles of Incorporation
Chapter 1 General Provisions
Article 1 to Article 5[Text omitted](Changes are underlined.)
Proposed Amendments
Chapter 1 General Provisions
Article 1 to Article 5[Unchanged]

Chapter 2 Shares

Chapter 2 Shares

Article 6 Increase of the Total Number of Authorized Shares and Total
Number of Authorized Class Shares
1. The total number of shares authorized to be issued by the Company
shall be 60 million.
2 The total number of authorized class shares issued by the Company
shall be as follows.
(1) Common stock 60 million shares(2) Class I Preferred Stock 13.8 million shares

Article 6 Total Number ofAuthorized Shares
The total number of sharesauthorized to be issued by theCompany shall be 60 million.

Article 7 [Text omitted]

Article 7 [Unchanged]

Article 8 Share Units
For all classes of shares in the Company, the number of shares per shareunit of the Company shall be 100.

Article 8 Share Units
The number of shares per shareunit of the Company shall be 100.

Article 9 to Article 12[Text omitted]

Article 9 to Article 12[Unchanged]-4-Current Articles of Incorporation
Chapter 3 Preferred Stock
Article 13 Class I Preferred Dividend
1 When distributing surplus dividends as set forth in Article 46.1, theCompany will distribute to the holders of Class I Preferred Stock(“Class I Preferred Shareholders”) and the registered pledge holdersof Class I Preferred Stock (“Registered Class I Pledge Holders”) notedor recorded on the final shareholder registry of the record date for the
surplus dividend an amount of money (fractional units of less than ¥1
are to be rounded up to the fourth decimal place) calculated by
dividing ¥5,000 by 0.46 per share of Class I Preferred Stock (however,this will be appropriately adjusted in the event of a stock split, gratis
allotment of shares, or reverse stock split, etc. for Class I Preferred
Stock) and multiplying that amount by the dividend rate shown below(“Annualized Class I Preferred Dividend Rate”) (“Class I Preferred
Dividend”) prior to distributions to common stock holders (“Common
Shareholders”) and registered common stock pledge holders(“Registered Common Stock Pledge Holders”). However, any Class I
Preferred Interim Dividend set forth in Article 14 that has been paid
to Class I Preferred Shareholders or Registered Class I Pledge Holders
during the business year in which the record date falls will be
deducted from that amount.
Annualized Class I Preferred Dividend Rate
Annualized Class I Preferred Dividend Rate = Japanese yen TIBOR (12month)+0.95%
The Annualized Class I Preferred Dividend Rate for each business year
will be calculated and rounded to the fourth decimal place of thepercentage.
In the formula above, “Japanese yen TIBOR (12-month)” refers to thenumber published at 11:00 a.m. on April 1 of each year (the next
business day if that day is a bank holiday) (the “Annualized Class I
Preferred Dividend Rate Finalization Date”) by the JBA TIBOR
Administration (in the event that the entity publishing Japanese yen
TIBOR changes from the JBA TIBOR Administration to another entity,that entity) as the 12-month Japanese yen Tokyo Interbank Offered Rate
(Japanese yen TIBOR), or other similar number deemed reasonable.
“Business day” refers to a day on which banks conduct foreign currency
and foreign exchange transactions in Tokyo.
However, the Annualized Class I Preferred Dividend Rate shall be 8% if
the calculation above results in an amount higher than 8%.
2 The shortfall will not accumulate to subsequent business years if thesurplus dividend to Class I Preferred Shareholders and Registered ClassI Pledge Holders during a business year does not reach the Class I
Preferred Dividend amount.
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 of a 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 the Company executes incorporation-type corporate split
procedures.

-5-

Proposed Amendments[Deleted][Deleted]

Current Articles of Incorporation
Article 14 Class I Preferred Interim Dividend
When distributing interim dividends set forth in Article 47, the Company
will pay to Class I Preferred Shareholders and Registered Class I
Pledge Holders noted or recorded on the final shareholder registry of
the record date for the interim dividend an amount of money up to a
maximum of half of the Class I Preferred Dividend per share of ClassI Preferred Stock (“Class I Preferred Interim Dividend”) prior to
distributions to Common Shareholders and Registered Common
Stock Pledge Holders.

Proposed Amendments[Deleted]

Article 15 Distribution of Residual Assets to Class I Shareholders
1 When distributing residual assets, the Company will pay to Class I
Preferred Shareholders and Registered Class I Pledge Holders anamount of money calculated as the aggregate of the amount found by
dividing ¥5,000 by 0.46 per share of Class I Preferred Stock (however,this will be appropriately adjusted in the event of a stock split, gratis
allotment of shares, or reverse stock split, etc. for Class I Preferred
Stock) and the accrued Class I Preferred Dividend equivalent prior to
payments to Common Shareholders and Registered Common Stock
Pledge Holders.
Accrued Class I Preferred Dividend equivalent
The accrued Class I Preferred Dividend equivalent per share of Class I
Preferred Stock refers to the amount found by multiplying on the date ofresidual asset distribution (“Distribution Date”) the number of days fromthe first day of the business year in which the Distribution Date falls(inclusive) up to the Distribution Date (inclusive) by the Class I
Preferred Dividend and dividing by 365 (fractional amounts of less than
¥1 will be calculated and rounded up to the fourth decimal place).
However, if a Class I Preferred Interim Dividend has been paid to ClassI Preferred Shareholders and Registered Class I Pledge Holders during
the business year in which the Distribution Date falls, that amount shallbe deducted.
2 No distribution of residual assets will be made to Class I Preferred
Shareholders and Registered Class I Pledge Holders other than as set
forth in the preceding paragraph.

[Deleted]

Article 16 Class I Preferred Shareholders’ Voting Rights
Class I Preferred Shareholders are unable to exercise voting rights ingeneral meetings of shareholders for any matter. However, until a
resolution is passed for payment in full of the Class I Preferred
Dividend (deducting the amount of any Class I Preferred Interim
Dividend paid), Class I Preferred Shareholders may exercise voting
rights for all matters in general meetings of shareholders: (i) from thetime of issue if the holders of Class A Preferred Stock issued by The
Michinoku Bank, Ltd. (“The Michinoku Bank”) at the time of issueof Class I Preferred Stock are able to exercise voting rights for all
matters at general meetings of shareholders of The Michinoku Bank;(ii) from the ordinary general meeting of shareholders if an agenda
item is not submitted for receipt of payment in full of the Class I
Preferred Dividend at an ordinary general meeting of shareholders(deducting the amount of any Class I Preferred Interim Dividendpaid); and (iii) from the conclusion of an ordinary general meeting ofshareholders rejecting an agenda item for receipt of payment in full of
the Class I Preferred Dividend (deducting the amount of any Class I
Preferred Interim Dividend paid).

[Deleted]-6-

Current Articles of Incorporation
Article 17 Right to demand acquisition with Common Stock asConsideration
1 During the period in which acquisition demands are permitted under
the following paragraph, Class I Preferred Shareholders may demandthat the Company acquire the Class I Preferred Stock that they hold.
Upon receipt of an acquisition demand, the Company will deliver tothe Class I Preferred Shareholders the assets set forth in Paragraph 3
in exchange for the Class I Preferred Stock for which the Class I
Preferred Shareholders has demanded acquisition. However,acquisition demands under this paragraph cannot be made for sharesof the Company that are less than one unit.
2 The purchase demand period shall be from the establishment date of
the Company until September 30, 2024 (the “Acquisition Demand
Period”).
3 In exchange for the Class I Preferred Stock for which the Class I
Preferred Shareholders has demanded acquisition, the Company will
deliver common stock in a number found by dividing ¥5,000 by 0.46 pershare of Class I Preferred Stock for which acquisition is demanded(however, this will be appropriately adjusted in the event of a stock split,
gratis allotment of shares, or reverse stock split, etc. for Class I Preferred
Stock), and dividing that amount by the acquisition price set forth inParagraph 4 to Paragraph 8. Any fractions of less than one share ofcommon stock delivered in exchange for Class I Preferred Stock will behandled as set forth in Article 167, paragraph (3) of the Companies Act.
4 The initial acquisition price shall be the market value on the day on
which the Company is established. The initial acquisition price shall be
the market value on the day on which the Company is established. The
market value on the day of the Company’s establishment shall be theamount (calculated as a yen amount down to the first decimal place androunded down to the nearest yen) found by dividing an amountequivalent to the average daily closing price of The Michinoku Bank’scommon stock for the five consecutive trading days immediately
preceding the third Friday of March 2022 (“Initial Acquisition Price
Finalization Day”) (including the day on which the initial acquisition
price is determined and excluding days on which a closing price(including quotations; “Closing Price” below) for The Michinoku
Bank’s common stock on the Tokyo Stock Exchange, Inc. is not
calculated) by 0.46. However, the Minimum Acquisition Price shall be
used if this calculation results in an acquisition price below the
Minimum Acquisition Price set forth in Paragraph 7.
5 During the Acquisition Demand Period, from the day following thethird Friday of each month (“Finalization Date”) onwards, theacquisition price will be revised to an amount (calculated as a yen
amount down to the first decimal place and rounded down to the nearestyen) equivalent to the average daily Closing Price of the Company’scommon stock for the five consecutive trading days immediately
preceding the Finalization Date (inclusive) (however, excluding days on
which there is no Closing Price; if the Finalization Date is not a trading
day, the five consecutive trading days immediately preceding the
Finalization Date). However, the Minimum Acquisition Price shall be
used as the Revised Acquisition Price if this calculation results in a
Revised Acquisition Price that is less than the Minimum Acquisition
Price set forth in Paragraph 7. If an acquisition price adjustment event
as set forth in Paragraph 8 occurs during the period from the first day of
the five consecutive trading days above and the Finalization Date(inclusive), the Revised Acquisition Price shall be an amount adjusted
as deemed appropriate by the Board of Directors.

-7-

Proposed Amendments[Deleted]

Current Articles of Incorporation
6 There is no maximum acquisition price.
7 “Minimum Acquisition Price” refers to the amount found by dividing¥958 by 0.46 (subject to adjustment as set forth in the following
paragraph).
8 (a) The acquisition price (including Minimum Acquisition Price) will be
adjusted according to the following formula (the “Acquisition Price
Adjustment Formula”) upon the occurrence of any of the events set forthin the following subparagraphs after the issuance of Class I Preferred Stock(“Adjusted Acquisition Price”). Calculations of the Acquisition Price
Adjustment Formula will be made in yen to the first decimal place and any
fractional amounts rounded down to the nearest yen.
(Adjusted Acquisition Price)(Adjusted Acquisition Price)
Adjusted
Acquisition Price

Unadjusted
acquisition price

Number of sharesof common stock
issuedNumber of sharesof common stock to
be delivered

Paid-in amount per
share

Market value

Number of issued shares of common stock + number of shares of common
stock to be delivered(i) If common stock is issued or common stock within treasury stock is
disposed at a paid-in amount that is below the market value (defined in (c)below; hereinafter the same) used in the Acquisition Price Adjustment
Formula (including gratis allotments) (however, excluding stock with put
options, warrants (including instruments attached to warrant bonds: thesame in Paragraph 8 below) and other securities (“Stock with Put Options,etc.”) for which delivery of the Company’s common stock can be
demanded, and the acquisition or exercise of stock with call options,warrants with call options, or other securities (“Stock with Call Options,etc.”) that the Company can acquire in exchange for the delivery theCompany’s common stock, and common stock is delivered)
The Adjusted Acquisition Price is applied beginning the day following the
Pay-In Date (the final day of the pay-in period if a pay-in period isestablished; hereinafter the same) (the effective date for a gratis allotment),or the day following the day on which rights to receive allotments ofsolicited shares are granted to shareholders, or the day following thatrecord date of a gratis allotment.
(ii) Stock split
The increased number of shares of common stock resulting from the split
on the record date of the stock split (excluding increases in the number ofshares of common stock for common stock within the Company’s treasury
stock on the record date) is deemed to have been delivered and applied in
the calculation of the Acquisition Price Adjustment Formula, and the
Adjusted Acquisition Price is applied beginning the day following therecord date.
(iii) If Stock with Put Options, etc. is issued and allows demands fordelivery of the Company’s common stock at a price (defined in (d) below;
and the same in this subparagraph (iii), Subparagraphs (iv) and (v) below,
and (c)(iv) below) below the market value used in the Acquisition Price
Adjustment Formula (including gratis allotments)
In the calculation of the Acquisition Price Adjustment Formula, all Shareswith Put Options, etc. are deemed to have been acquired or exercised andcommon stock delivered at the initial terms and conditions on the Pay-In
Date of the Shares with Put Options, etc. (the allotment date for warrants)(the effective date for a gratis allotment) or on the record date, if any, on
which rights are granted to shareholders to receive allotment of Shares with

-8-

Proposed Amendments

Put Options, etc. or gratis allotments, and the Adjusted Acquisition Priceapplies beginning the day following the Pay-In Date (the allotment date
for warrants) (the effective date for a gratis allotment) or the day following
the record date.

-9-

Current Articles of Incorporation
Notwithstanding the above, if the price is not finalized on the day on
which common stock is deemed to have been delivered as set forth
above, the Shares with Put Options, etc. are issued at a price finalized
on a predetermined subsequent date (“Price Finalization Date”), and thefinalized price is below the market value used in the Acquisition Price
Adjustment Formula, in the calculation of the Acquisition Price
Adjustment Formula, all of the Stock with Put Options, etc. remaining
on the Price Finalization Date are deemed to have been acquired or
exercised and common stock delivered at the finalized terms andconditions on the Price Finalization Date, and the Adjusted Acquisition
Price applies beginning the day following the Price Finalization Date.
(iv) If Shares with Put Options, etc. issued by the Company include
conditions under which the price is revised after the Issue Date(excluding adjustments to prevent dilution similar to Subparagraphs (a)and (b)), and the revised price (“Revised Price”) on the revision date(“Revision Date”) is below the market value used in the Acquisition
Price Adjustment Formula. In the calculation of the Acquisition Price
Adjustment Formula, all remaining Shares with Put Options, etc. aredeemed to have been acquired or exercised at the Revised Price andcommon stock delivered on the Revision Date, and the Adjusted
Acquisition Price applies from the day following the Revision Date.
In the application of the Acquisition Price Adjustment Formula in thecircumstances set forth in Items (a) through (c) below, the unadjusted
acquisition price is deemed to be the amount found by multiplying theeffective acquisition price on the day prior to the date of Adjusted
Acquisition Price application by the indicated ratios (the “Adjustment
Factor”).
(a) If there have been no adjustments to the Stock with Put Options, etc.
under Subparagraph (iii) or this subparagraph (iv) prior to the Revision
Date
The Adjustment Factor is 1.
(b) If there has been an adjustment to the Stock with Put Options, etc.
under Subparagraph (iii) or this subparagraph (iv) and the acquisition
price has been revised pursuant to Paragraph 5 during the period
between the adjustment and the Revision Date
The Adjustment Factor is 1.
However, in the calculation of the Minimum Acquisition Price, theAdjustment Factor will be the ratio found by dividing the Minimum
Acquisition Price immediately prior to adjustment under Paragraph (iii)or this Subparagraph (iv) by the Adjusted Minimum Acquisition Price.
(c) If there has been an adjustment to the Stock with Put Options, etc.
under Subparagraph (iii) or this subparagraph (iv) prior to the Revision
Date but no revision of the acquisition price pursuant to Paragraph 5
during the period from the adjustment to the Revision Date
The Adjustment Factor will be the ratio found by dividing the acquisition
price immediately prior to adjustment under Subparagraph (iii) or thissubparagraph (iv) by the adjusted acquisition price.

- 10 -

Proposed Amendments

Current Articles of Incorporation(v) If common stock is delivered at a price below the market value usedin the Acquisition Price Adjustment Formula in exchange for acquisitionof Stock with Call Options, etc.
The Adjusted Acquisition Price applies beginning the day following theacquisition date.
However, if the acquisition price of the Stock with Call Options, etc. hasalready been adjusted under Subparagraph (iii) or Subparagraph (iv) andif, and only if, the fully-diluted number of shares of common stock(defined in (e) below) after delivery of common stock in exchange foracquisition exceeds the number of issued shares of common stock
immediately prior to acquisition, the excess number of shares ofcommon stock will be deemed to have been delivered in the calculationof the Acquisition Price Adjustment Formula; if the number of issued
shares of common stock immediately prior to acquisition is notexceeded, there will be no adjustment under this subparagraph (v).
(vi) Reverse stock split
Beginning the effective date of the reverse stock split, the reduced
number of shares of common stock resulting from the reverse stock split(excluding the reduced number of shares of common stock within the
Company’s treasury stock on the effective date) is presented as anegative and deemed to be the number of delivered shares of common
stock for calculation of the Acquisition Price Adjustment Formula, andthe resulting Adjusted Acquisition Price applied.
(b) In addition to the circumstances set forth in (a)(i) through (vi), theacquisition price (including the Minimum Acquisition Price) will
be changed as deemed appropriate by the Board of Directors if
adjustments are required to the acquisition price (including the
Minimum Acquisition Price) as a result of merger, demerger, shareswap or share transfer, etc.
(c) (i) The “market value” used in the Acquisition Price Adjustment
Formula will be the average Closing Price of the Company’scommon stock on the five consecutive trading days preceding thedate of Adjusted Acquisition Price application (excluding thenumber of days for which there is no Closing Price). Calculationsof the average value will be made to the first decimal place androunded down to the nearest yen. Adjustments will be made to the
Adjusted Acquisition Price in accordance with Paragraph 8 if anacquisition price adjustment event occurs during the fiveconsecutive trading days above.
(ii) The “unadjusted acquisition price” used in the Acquisition Price
Adjustment Formula is the effective acquisition price on the day prior todate of Adjusted Acquisition Price application.
(iii) The “number of issued shares of common stock” used in the
Acquisition Price Adjustment Formula is the aggregate of the common
stock deemed to be the “number of delivered shares of common stock”
under (a) and (b) above prior to adjustment of the acquisition price forthe number of shares of common stock issued by the Company(excluding the number of shares of common stock in treasury stock) on
the record date (not including the number of shares of common stock
deemed delivered on the record date under (a)(i) through (iii) above) oron a day one month prior to the date of Adjusted Acquisition Priceapplication if there is no record date and the number of undelivered
shares of common stock (beginning the day (inclusive) on which
adjustments under (a)(iv)(b) or (c) are applied to a Stock with Put
Options, etc., and the number of shares of common stock deemed“number of delivered shares of common stock” as a result of the above
adjustments under (a)(iii) or (iv) applied prior to the most recent- 11 -

Proposed Amendments

adjustments under(a)(iv)(b) or (c) to the Stock with Put Options, etc.).

- 12 -

Current Articles of Incorporation(iv) The “per share paid-in amount” used in the Acquisition Price
Adjustment Formula will, in the circumstances set forth in (a)(i) be thepaid-in amount (¥0 for gratis allotment) (appropriate valuation for
payments of non-monetary assets); in the circumstances set forth in(a)(ii) and (vi), ¥0; and in the circumstances set forth in (a)(iii) through(v), the price (however, the Revised Price in the case of (iv)).
(d) The “price” in the circumstances set forth in (a)(iii) through (v)and in (c)(iv) above will be the amount found by deducting the priceof non-common stock assets delivered to holders of the Stock with
Put Options, etc. or Stock with Call Options, etc. upon acquisition
or exercise from the amount paid in upon issue of Stock with Put
Options, etc. or Stock with Call Options, etc. (for warrants, theamount to which is added the value of assets invested upon
exercise), divided by the number of shares of common stock
delivered upon acquisition or exercise.
(e) In (a)(v) above, “fully-diluted number of shares of common stock”
refers to the number of issued shares of common stock on the dateof application of Adjusted Acquisition Price minus the number ofundelivered shares of common stock included in the number ofissued shares of common stock in (c)(iii) above for Stock with Call
Options, etc., to which is added the number of shares of common
stock delivered as a result of acquisition of Stock with Call Options,etc.
(f) In (a)(i) through (iii), if a record date is established for the action
and the action has as condition precedent a resolution of approval
for certain matters in a general meeting of shareholders of theCompany convened on or after the record date, the Adjusted
Acquisition Price will apply beginning the day following the dateof the conclusion of the general meeting of shareholders at which a
resolution of approval is adopted, notwithstanding the provisionsof (a)(i) through (iii).
(g) The Acquisition Price will not be adjusted if the difference
between the Adjusted Acquisition Price calculated based on the
Acquisition Price Adjustment Formula and the Acquisition Price
before adjustment remains less than one (1) yen. However, whencalculating the acquisition price upon the occurrence of an event
requiring adjustment of the acquisition price using the Acquisition
Price Adjustment Formula, the unadjusted acquisition price after
deduction of the difference will be used in place of the unadjusted
acquisition price in the Acquisition Price Adjustment Formula.
9 The acquisition price set forth in Paragraph 4 through Paragraph 8(including the Mandatory Acquisition Price set forth in Article 19.2; thesame in this paragraph) is interpreted as preventing dilution andmaintaining essential fairness among shareholders of different classes ofstock, and the Board of Directors of the Company may appropriately
adjust the acquisition price or take other reasonably necessary measures
if calculation is difficult or if calculation results are unreasonable.

- 13 -

Proposed Amendments

Current Articles of Incorporation
Article 18 Provisions for Acquisition with Cash as Consideration
1 The Company may acquire all or a part of Class I Preferred Stock to
the extent possible under applicable laws and regulations upon thearrival of a date to be stipulated separately by the Board of Directors(the “Acquisition Date”). However, the Board of Directors may only
stipulate the Acquisition Date if, on all of the 30 consecutive trading
days prior to the date of the Board of Directors meeting (including
the meeting day) the Closing Price of the Company’s common stock
is below the Minimum Acquisition Price and the prior approval of
the Financial Services Agency is obtained. In these circumstances,
the Company shall deliver the assets set forth in the following
paragraph to Class I Preferred Shareholders in exchange foracquisition of Class I Preferred Stock. In the event of partial
acquisition of Class I Preferred Stock, acquisition will be made inproportion to holdings. This does not impede exercise of the rightto demand purchase set forth in Paragraph 1 of the preceding article
after the finalization of an acquisition date.
2 The Company shall deliver a monetary amount found as ¥5,000
divided by 0.46 per share of Class I Preferred Stock (however, this will
be appropriately adjusted in the event of a stock split, gratis allotmentof shares, or reverse stock split, etc. for Class I Preferred Stock) plus
the accrued Class I Preferred Dividend equivalent in exchange foracquisition of Class I Preferred Stock. In the context of this paragraph,“date of residual asset distribution” and “Distribution Date” in thecalculation of the accrued Class I Preferred Dividend equivalent set
forth in Article 15.1 shall both be read “Acquisition Date” to calculate
the accrued Class I Preferred Dividend equivalent.

Proposed Amendments[Deleted]

Article 19 Provisions for Acquisition with Common Stock asConsideration
1 The Company will acquire all Class I Preferred Stock not acquiredby the Company by the final day of the Acquisition Demand Periodon the day following the final day of the Acquisition Demand Period(“Mandatory Acquisition Date”).
In these circumstances, theCompany will, in exchange for acquisition of Class I Preferred
Stock, deliver to Class I Preferred Shareholders the number sharesof common stock found by multiplying the number of Class I
Preferred Shares by the amount found by dividing ¥5,000 by 0.46
(however, this will be appropriately adjusted in the event of a stock
split, gratis allotment of shares, or reverse stock split, etc. for ClassI Preferred Stock), divided by the market value of common stock as
set forth in the following paragraph (“Mandatory Acquisition
Price”). Any fractional amounts of less than one share of common
stock to be delivered in exchange for acquisition Class I Preferred
Stock shall be treated as set forth in Article 234 of the Companies
Act.
2 The Mandatory Acquisition Price will be an amount equivalent tothe average daily Closing Price (excluding dates on which no Closing
Price is calculated) of the Company’s common stock for 30
consecutive trading days beginning on the 45th consecutive trading
day prior to the Mandatory Acquisition Date (calculated as a yen
amount down to the first decimal place and rounded down to thenearest yen). If this calculation results in a Mandatory Acquisition
Price that is below the Minimum Acquisition Price, the Mandatory
Acquisition Price will be the Minimum Acquisition Price.

[Deleted]

Article 20 Stock Split, Reverse Split, and Gratis Allotment[Deleted]- 14 -

Current Articles of Incorporation
1 When executing a stock split or reverse split, the Company shall
execute at the same time and the same ratio for both common stock
and Class I Preferred Stock.
2 When performing a gratis allotment of shares, the Company shallperform the gratis allotment of the relevant class of stock at the sametime and the same ratio for both common stock and Class I Preferred
Stock.

- 15 -

Proposed Amendments

Current Articles of Incorporation
Article 21 Exclusion Period
The provisions of Article 48 will apply mutatis mutandis to thepayment of Class I Preferred Dividends.
Chapter 4 General Meeting of Shareholders
Article 22 to Article 28[Text omitted]

Chapter 3 General Meeting of
Shareholders
Article 13 to Article 19[Renumbered upwardwith no changes in text]

Article 29 General Meetings of Class Shareholders
1 The provisions of Articles 24, 25, 26.1, 27 and 28 apply mutatis
mutandis to general meetings of class shareholders.
2 The provisions of Article 23 apply mutatis mutandis to general
meetings of class shareholders held on the same day as the annual
shareholders’ meeting.
3 Resolutions of general meetings of class shareholders prescribed in
Article 324, paragraph (2) of the Companies Act shall be made by atleast two-thirds of the voting rights of the shareholders present at therelevant general meeting of class shareholders where shareholders
holding at least one-third of the voting rights that may be exercised arepresent.
Chapter 5 Directors and Board of Directors
Article 30 to Article 39

Chapter 6 Audit and Supervisory Committee[Text omitted]

Chapter 7 Financial Auditor
Article 43 to Article 44[Text omitted]

Chapter 8 Accounts
Article 45 to Article 48[Text omitted][Deleted]

Chapter 4 Directors and Board of
Directors
Article 20 to Article 29[Renumbered upwardwith no changes in text]
Chapter 5 Audit and Supervisory
Committee
Article 30 to Article 32[Renumbered upwardwith no changes in text][Text omitted]

Article 40 to Article 42

Proposed Amendments[Deleted]

Chapter 6 Financial Auditor
Article 33 to Article 34[Renumbered upwardwith no changes in text]
Chapter 7 Accounts
Article 35 to Article 38[Renumbered upwardwith no changes in text]- 16 -

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]

Vice President (Representative 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)[Reappointment]

Director

9

Katsunori Mikuniya(Male)

10

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

Attendanceat meetingsof the Boardof Directors
20/20(100%)
20/20(100%)
20/20(100%)
20/20(100%)
20/20(100%)
20/20(100%)
20/20(100%)
16/16(100%)

Director

19/20
(95%)

Director

20/20(100%)

Note: Mr. Hideyuki Okawa was newly elected as a Director at last year’s Ordinary General Meeting of
Shareholders (held on June 28, 2023). Therefore, the status of his attendance at meetings of the Board of
Directors is based on the meetings of the Board of Directors held on or after the above date.

- 17 -

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
Executive Officer / General Manager, Credit
Susumu Narita
Supervision Division(September 27, 1954)
June 2010
Executive Officer / General Manager, Hirosaki
Branch[Reappointment]
April 2011
Executive Officer / Hirosaki Area Supervisor
Common stock:7,220 shares
June 2011
Managing Director[Attendance at theJune 2014
Senior Managing Director
Board of Directors
April 2015
Director / President
meetings]
April 2022
President (current position) in charge of Auditing
100% (20/20)
Division, the Company
June 2023
Chairperson (current position), The Aomori Bank,
Ltd.
[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 Company, he has supervised and guided the merger of the subsidiarybanks and made steady progress. 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.
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
1,250 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% (20/20)
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 Company. He is nominated as a director candidate because it is judged that he can continue tocontribute 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.

- 18 -

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

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
Keitaro Ishikawa
Administration Division(April 26, 1961)
June 2016
Director / Executive General Manager, Regional
Headquarters (Hirosaki Area)[Reappointment]
June 2018
Managing Executive Officer / Executive General
Common stock:
Manager, Regional Headquarters (Hirosaki Area)
2,560 shares[Attendance at theJune 2019
Director / Managing Executive Officer
Board of Directors
June 2021
Director and Senior Managing Executive Officer
meetings]
April 2022
Director, the Company
100% (20/20)
June 2022
Director / Deputy President, The Aomori Bank,
Ltd.
June 2023
Vice President (current position) in charge ofBusiness Execution Management and Management
Planning Division, the Company
June 2023
Director / President (current position) in charge ofAuditing Division, The Aomori Bank, Ltd.
[Reason for nomination as candidate for Director]
Mr. Keitaro Ishikawa possesses a wealth of practical experience and expert knowledge gained throughinvolvement in business planning, retail sales planning, human resources, and other areas at The Aomori Bank.
He has provided leadership since appointment as the representative director in June 2022, leading The Aomori
Bank to sustainable growth and higher enterprise value.
As a business execution supervisor at the Company, he has promoted the merger of subsidiary banks andmade steady progress. He is nominated as a director candidate because it is judged that he can continue tocontribute 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.

- 19 -

No.

Name(Date of birth)

Tsuyoshi Tamura(September 22, 1962)[Reappointment]

Career summary, positions, responsibilities, and significant concurrent
positions
April 1985
April 2009
June 2011

Joined The Aomori Bank, Ltd.
General Manager, Shiroshita Branch
General Manager, Sendai Branch

October 2012

General Manager, Corporate Banking Division

June 2015

General Manager, Credit Supervision Division

June 2016

Executive Officer and General Manager, Credit
Supervision Division
Managing Executive Officer

June 2018

Common stock:
Director (current position) in charge of System and
2,400 shares[Attendance at the
Operations Administration Division, the Company
Board of Directors
June 2022
Director and Senior Managing Executive Officer,
meetings]
The Aomori Bank, Ltd.
100% (20/20)
October 2023
Director and Senior Managing Executive Officer /Executive General Manager, Regional
Headquarters (Aomori Area) (current position) incharge of System Development Division andOperations 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 Company. He is nominated as a director candidate
because it is judged that he can continue to contribute to sustainable growth and improvement of enterprisevalue and that he can be expected to increase the effectiveness of decision-making and supervisory functions of
the Board of Directors.
April 2022

4Class andnumber ofshares of theCompany held

- 20 -

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
General Manager, Head Office
Yo Mori
Executive Officer and General Manager, Head
(December 6, 1963)
OfficeJune 2019
Managing Executive Officer / Executive General[Reappointment]
Manager, Regional Headquarters (Aomori Area)
Common stock:
April 2022
Director (current position) in charge of Regional
2,600 shares[Attendance at the
Co-creation Division, the Company
June 2022
Director, Senior Managing Executive Officer, andBoard of Directors
meetings]
Executive General Manager, Regional
Headquarters (Aomori Area), The Aomori Bank
100% (20/20)
October 2023
Director, Senior Managing Executive Officer(current position) in charge of Business
Administration Division, Business Promotion
Division, and Business Partnering Division, The
Aomori Bank
[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 led the sales
divisions, where he has provided leadership in formulating sales strategies and building the sales structure.
His experiences and insights have been applied at the Company. He is nominated as a director candidate
because it is judged that he can continue to contribute to sustainable growth and improvement of enterprisevalue 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:
Office2,200 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% (20/20)
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 Company. He is nominated as a director candidate
because it is judged that he can continue to contribute to sustainable growth and improvement of enterprisevalue and that he can be expected to increase the effectiveness of decision-making and supervisory functions of
the Board of Directors.

- 21 -

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
982 shares
April 2019
Senior Executive Officer[Attendance at the
April 2022
Director (current position) in charge of Integration
Board of Directors
Promotion Division, the Company
meetings]
June 2022
Director and Senior Executive Officer (current
100% (20/20)
position) in charge of Management Planning
Division, Treasury and Securities Division, andSystems Management 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 Company. He is nominated as a director candidate
because it is judged that he can continue to contribute to sustainable growth and improvement of enterprisevalue 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
Executive Officer and Director of Business
Promotion Headquarters[Reappointment]
April 2021
Executive Officer and General Manager, Credit
Common stock:
Supervision Division
606 shares[Attendance at the
April 2022
Managing Executive Officer
Board of Directors
October 2022
General Manager, Credit Planning Division, themeetings]
Company
100% (16/16)
June 2023
Director (current position) in charge of Risk
Administration Division, the Company
June 2023
Director and Managing Executive Officer (current
position) in charge of Personnel and General
Affairs Division, Credit Division, and Risk
Management Division, The Michinoku Bank, Ltd.
[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 human resources, credit supervision, and risk management divisions.
His experiences and insights have been applied at the Company. He is nominated as a director candidate
because it is judged that he can continue to contribute to sustainable growth and improvement of enterprisevalue and that he can be expected to increase the effectiveness of decision-making and supervisory functions of
the Board of Directors.

- 22 -

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
Bureau, Ministry of FinanceKatsunori Mikuniya
July 2002
Councilor, Planning and Coordination Bureau,(April 25, 1951)
Financial Services Agency
July 2004
General Councilor, Financial Services Agency[Reappointment]
August 2005
Director General, Planning and Coordination[Outside]
Bureau, Financial Services Agency
Common stock:[Independent]
July 2008
Director General, Supervisory Bureau, Financial
0 sharesServices Agency[Attendance at the
July 2009
Commissioner, Financial Services Agency
Board of Directors
October 2011
Counselor, Nitori Holdings Co., Ltd.
meetings]
April 2012
Professor, University of Tokyo (Policy Vision
95% (19/20)
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.
April 2022
Outside Director (current position), the Company
June 2023
Trustee (part-time) (current position), Tokyo
Keizai University[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 Company. He is nominated as an outside director
candidate because it is judged that he can continue to contribute to sustainable growth and improvement ofenterprise 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 two years and three months at theconclusion of this General Meeting of Shareholders.

- 23 -

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
April 2009
Executive Officer and Manager, Operations
Auditing Department
Kazunari Higuchi(January 3, 1957)
April 2010
Counselor, Mizuho Research Institute Ltd. (nowMizuho Research & Technologies, Ltd.)May 2010
Managing Executive Officer[Reappointment][Outside]
May 2011
President and Representative Director, UC Card
Common stock:Co., Ltd.
[Independent]
0 shares
May 2011
Director, Qubitous Co., Ltd. (now Credit Saison
Co., Ltd.)[Attendance at the
April 2016
Counselor, UC Card Co., Ltd.
Board of Directors
meetings]
June 2016
Full-Time Auditor, Taiyo Nippon Sanso Corp.
(now Nippon Sanso Holdings Corp.)
100% (20/20)
10June 2020
Outside Director, Kureha Corp.
June 2020
Director, The Michinoku Bank, Ltd.
April 2022
Outside Director (current position), the Company
June 2023
Outside Director (Audit and Supervisory
Committee Member) (current position),
COLOWIDE Co., Ltd.
[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 Company. He is nominated as an outside director
candidate because it is judged that he can continue to contribute to sustainable growth and improvement ofenterprise 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 two years 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.
- 24 -

5. Directors and officers liability insurance agreement with Directors
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.
6. Mr. Kazunari Higuchi was an Outside Director of The Michinoku Bank. Ltd., a subsidiary of theCompany, from June 2020 until March 2022.

- 25 -

Proposal 4:
Election of Four (4) Directors who are Audit and Supervisory Committee
Members
The terms of office of all four (4) Directors who are Audit and Supervisory Committee members
will expire at the conclusion of this meeting.
Accordingly, the election of four (4) Directors who are Audit and Supervisory Committee members
is proposed.
The Audit and Supervisory Committee has given its consent to this proposal.
The candidates for Directors who are Audit and Supervisory Committee members are as follows:

No.

Name

Current position at the Company

1

Shunsuke Kasai(Male)[New appointment][Reappointment][Outside][Independent]

Director

2

Masashi Iwakigawa(Male)[Reappointment][Outside][Independent]

Director

3

Tetsutaro Wakatsuki(Male)[Reappointment][Outside][Independent]

Director

4

Mie Ishida(Female)[Attendanceat the Boardof Directors
meetings]−

Audit and Supervisory Committee
MemberAudit and Supervisory Committee
MemberAudit and Supervisory Committee
Member- 26 -

20/20(100%)

20/20(100%)

20/20(100%)

No.

Name(Date of birth)

Career summary, positions, responsibilities, and significant concurrent
positions
April 1987
July 2009
June 2011
June 2013

1

Class andnumber ofshares of theCompany held

Joined The Aomori Bank, Ltd.
General Manager, Matsuzonocho Branch
General Manager, Shiroshita Branch
Deputy General Manager, Corporate Sales
Department
Shunsuke Kasai
October 2014
General Manager, Hakodate Branch
July 2016
General Manager, Auditing Division(July 24, 1964)
June 2019
Executive Officer and General Manager, Hirosaki
Branch[New appointment]
Common stock:
March 2020
Executive Officer and General Manager, Hirosaki
3,100 shares
Branch, and General Manager, Dotemachi Branch[Attendance at theJune 2020
Executive Officer and General Manager, Corporate
Board of Directors
meetings]
Support Division
February 2021
Executive Officer and General Manager, Business−
Promotion Division
April 2022
Executive Officer in charge of Audit andSupervisory Committee Office
June 2022
Director, Audit and Supervisory Committee
Member (current position)[Reason for nomination as candidate for Director]
Mr. Shunsuke Kasai has a broad range of practical experience through service as a manager of four branch
offices and involvement in corporate sales planning, auditing and other areas at The Aomori Bank. He hasserved as Director and member of the Audit and Supervisory Committee of The Aomori Bank since 2022, andhas since been contributing to the activation of the Board of Directors.
He is nominated as a candidate for Director who is an Audit and Supervisory Committee Member because
it is judged that by applying his experiences and insights, he can be expected to contribute to increasing theeffectiveness of the Group’s audit function as well as the decision-making and supervisory functions of theBoard of Directors.

- 27 -

No.

Name(Date of birth)

Career summary, positions, responsibilities, and significant concurrent
positions
April 1982
December 1998
March 2001
March 2002
February 2005
February 2006
February 2007

2.

Class andnumber ofshares of theCompany held

Joined Nikko Securities Co., Ltd.
General Manager, Sales Planning Department
General Manager, Product Planning Department
Executive Officer and Manager, Joint Head OfficeMasashi Iwakigawa
Executive Managing Director(May 26, 1959)
Senior Executive Managing Director
Senior Executive Managing Director, Nikko[Reappointment]
Cordial Securities, Inc. (now SMBC Nikko[Outside]
Securities Inc.)
Common stock:[Independent]
April 2015
Representative Director, Executive Deputy
0 sharesPresident, SMBC Nikko Securities Inc.
[Attendance at the
March 2018
Executive Officer, Executive Deputy President
Board of Directors
June 2019
Director and Deputy President
meetings]
March 2020
Advisor100% (20/20)
August 2020
Executive Officer, HUREX k.k.
October 2021
Counselor (current position)
April 2022
Outside Director, Audit and Supervisory
Committee Member (current position), theCompany[Reason for nomination as candidate for Outside Director and expected role]
Mr. Masashi Iwakigawa has a wealth of experience and broad insights into financial services area gained
through his experience as a representative director of a major securities company and other positions, and as anative of Aomori Prefecture, he has a deep understanding of the area.
His experiences and insights have been applied at the Company. He is nominated as a candidate for
Outside Director who is an Audit and Supervisory Committee Member 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 the Group’s audit function as well as the decision-making and supervisory functions of theBoard of Directors.
His term of office as an outside director (Audit and Supervisory Committee Member) of the Company will
have been two years and three months at the conclusion of this General Meeting of Shareholders.

- 28 -

No.

Name(Date of birth)

Career summary, positions, responsibilities, and significant concurrent
positions
April 2000

3

Class andnumber ofshares of theCompany held

Registered as an attorney-at-law (Tokyo Bar
Association)
April 2000
Joined Mori Sogo (now Mori Hamada &Matsumoto)
April 2004
Founding and Representative Partner, Murata &Wakatsuki Law Offices (current position)
Tetsutaro Wakatsuki
April 2008
Part-Time Instructor, Graduate School of Law,
(October 22, 1974)
Hosei University
April 2010
Part-Time Professor, Graduate School of Law,
[Reappointment]
Hosei University[Outside]
Common stock:
December 2012 Outside Auditor, Do House Inc.
[Independent]
0 shares
March 2014
Outside Auditor, TPC KK
June 2014
Outside Auditor, SBI Life Living Co., Ltd.
[Attendance at the
March 2015
Outside Auditor, Otsuka Corporation
Board of Directors
June 2015
Outside Auditor, SBI Money Plaza Co., Ltd.
meetings]
June 2019
Director, The Michinoku Bank, Ltd.
100% (20/20)
June 2020
Director (Member of the Audit and Supervisory
Committee)
April 2022
Outside Director, Audit and Supervisory
Committee Member (current position), theCompany[Reason for nomination as candidate for Outside Director and expected role]
As an attorney-at-law, Mr. Tetsutaro Wakatsuki has a deep insight and expertise in law, as well as a wealth ofpractical experience in corporate legal affairs and knowledge of IT, etc. He was appointed outside director of The
Michinoku Bank in 2019, and has since been contributing to the vitalization of the Board of Directors by making
proposals, etc., from a position independent of management.
His experiences and insights have been applied at the Company. He is nominated as a candidate for
Outside Director who is an Audit and Supervisory Committee Member 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 the Group’s audit function as well as the decision-making and supervisory functions of theBoard of Directors.
His term of office as an outside director (Audit and Supervisory Committee Member) of the Company will
have been two years and three months at the conclusion of this General Meeting of Shareholders.

- 29 -

No.

Name(Date of birth)
Mie Ishida(April 25, 1975)[Reappointment][Outside][Independent][Attendance at theBoard of Directors
meetings]
100% (20/20)

4Career summary, positions, responsibilities, and significant concurrent
positions
September 2008
September 2008
June 2018
April 2022

Class andnumber ofshares of theCompany held

Registered as an attorney-at-law (Daini Tokyo Bar
Association)
Joined Ishida Law Office (current position)
Director and Member of the Audit and Supervisory
Committee, The Aomori Bank, Ltd.
Outside Director, Audit and Supervisory
Common stock:
Committee Member (current position), the0 shares
Company[Reason for nomination as candidate for Outside Director and expected role]
As an attorney-at-law, Ms. Mie Ishida has a deep insight and expertise in law, as well as a wealth of practicalexperience in corporate legal affairs. She was appointed Outside Director, Audit and Supervisory Committee
Member of The Aomori Bank in 2018, and has since been contributing to the vitalization of the Board of Directors
by making proposals, etc., from a position independent of management.
Her experiences and insights have been applied at the Company. She is nominated as a candidate for
Director who is an Audit and Supervisory Committee Member because it is judged that she can continue tocontribute to sustainable growth and improvement of enterprise value and that she can be expected to increase
the effectiveness of the Group’s audit function as well as the decision-making and supervisory functions of theBoard of Directors.
Her term of office as an outside director (Audit and Supervisory Committee Member) of the Company will
have been two years and three months at the conclusion of this General Meeting of Shareholders.
Notes: 1. There is no special interest between each candidate and the Company.
2. Mr. Masashi Iwakigawa, Mr. Tetsutaro Wakatsuki, and Ms. Mie Ishida are candidates for
Outside Director.
3. The Company has registered Mr. Masashi Iwakigawa, Mr. Tetsutaro Wakatsuki, and Ms. Mie
Ishida as Independent Directors with the Tokyo Stock Exchange as set forth in the regulationsof the Exchange, and if their reappointment is approved, the Company intends for them tocontinue as Independent Directors.
4. Liability limitation agreements with Directors
The Company has entered into an agreement with Mr. Masashi Iwakigawa, Mr. Tetsutaro
Wakatsuki, and Ms. Mie Ishida 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 goodfaith and without serious negligence.
5. Directors and officers liability insurance agreement with Directors
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.

- 30 -

An overview of the contents of the directors and officers liability insurance agreement is asfollows:

6.

7.

・ 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 ofsuch liability. 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 withfull knowledge of their illegality.
Mr. Tetsutaro Wakatsuki was an Outside Director of The Michinoku Bank, Ltd., a subsidiary of
the Company, from June 2019 until June 2020, and an Outside Director and a Member of the
Audit and Supervisory Committee of the same bank from June 2020 until March 2022.
Ms. Mie Ishida was an Outside Director and a Member of the Audit and Supervisory Committeeof the Aomori Bank, Ltd., a subsidiary of the Company, from June 2018 until March 2022.

- 31 -

(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 particular 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

Director(Audit and Supervisory
Committee Member)●Shunsuke Kasai

●

●

●
●

●
●

●
●

●
●
●

●
●

Outside Director

Kazunari Higuchi●

Masashi Iwakigawa●

Outside Director(Audit and Supervisory
Committee Member)
Outside Director(Audit and Supervisory
Committee Member)
Outside Director(Audit and Supervisory
Committee Member)

Law●

Tetsutaro Wakatsuki●

Mie Ishida●- 32 -

Regional
EconomyKatsunori Mikuniya

Finance

Outside Director

PublicAdministration

Corporate
Management

Skills Expected to be Demonstrated
in the Board of Directors
NameInternational/M
arket
Investments●

Outside Director

Position

DX/ICT

Human
Resources/Talent Development

●

●
●
●

President

RiskManagement

Finance/Accoun
ting

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 and Proposal 4 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.

- 33 -

(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 abusiness partner for which transactions with the Procrea Holdings Group make up 2% or moreof the business 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 abusiness partner for which income from transactions with the business partner makes up 2% ormore 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 rightsof the Procrea Holdings Group“Those who are not in a principal position”: A person who is not an officer or general managerof the company“A close relative”: A relative within the second degree of kinship- 34 -