The transactions pursuant to the joint share transfer described in this document involve securities of a Japanese company. The joint share transfer is subject
to disclosure requirements of Japan that are differentfrom those of the United States. Financial information included in this document, if any, was excerpted
from financial statements prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United Statescompanies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located inJapan and some or all of its officers and directors reside outside of the United States. You may not be able to sue a Japanese company or its officers ordirectors in a Japanese court for violations of the U.S. securities laws. It may be difficult to compel a Japanese company and its affiliates to subject themselves
to a U.S. court’s judgment. You should be awarethat the issuer may purchase securities otherwise than under the joint share transfer, such as in the open
market or through privately negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. In the event of any conflict or discrepancy between
this document and the Japanese-language original, the Japanese-language original shall prevail in all respects.

NOTICE OF CONVOCATION OF
THE EXTRAORDINARY GENERALMEETING OF SHAREHOLDERS

Table of Contents
Notice of Convocation of the Extraordinary
General Meeting of Shareholders……... 1● Date and Time:
Wednesday, January 26, 2022 at 10:00 a.m. JST(Reception desk opens at 9:00 a.m.)

Guide to Exercising Voting Rights……… 2● Place:
8F, Main Conference RoomHead Office of The Aomori Bank, Ltd.
9-30, Hashimoto 1-chome, Aomori City
Aomori, Japan

General Meeting of Shareholders)
Proposal No. 1: Approval of the Share Transfer[Attendance in person]
To prevent the infection and spread of
the novel coronavirus, we encourage
shareholders to exercise their voting rights
by mail or via the Internet.
The meeting will be streamed live via theInternet. Therefore, shareholders will beable to watch it online without visiting thevenue. We appreciate your kindunderstanding and cooperation.

The Aomori Bank, Ltd.
Securities Code: 8342

Internet Live Streaming Information……. 4(Reference Documents for the Extraordinary

Plan with The Michinoku Bank, Ltd…….. 6
Proposal No. 2:

Partial Amendment to the

Articles of Incorporation……………….. 75

Deadline for exercising voting rights
by mail or via the Internet
5:00 PM, Tuesday, January 25, 2022
We ask for your kind understandingthat no gifts will be provided to theshareholders who attend theextraordinary general meeting ofshareholders.

(Securities Code: 8342)
January 4, 2022
To Shareholders with Voting Rights:
Susumu Narita
President and Director
The Aomori Bank, Ltd.
9-30, Hashimoto 1-chome, Aomori City,
Aomori, JapanNOTICE OF CONVOCATION OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
You are hereby informed that the Extraordinary General Meeting of Shareholders of The Aomori Bank,
Ltd. (the “Bank”) will be held for the purposes as described below.
In light of the novel coronavirus situation, the Bank strongly recommends that you exercise your voting
rights by mailing the Voting Right Exercise Form or via electromagnetic means (via the Internet) (seepages 3 and 4) in order to ensure safety of shareholders and prevent the spread of infection. Please review
the Reference Documents for the Extraordinary General Meeting of Shareholders below, and exercise
your voting rights by 5:00 p.m. on Tuesday, January 25, 2022, 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. Date and Time:
2. Place

Wednesday, January 26, 2022 at 10:00 a.m. Japan Standard Time
(Reception desk opens at 9:00 a.m.)
8F, Main Conference Room, Head Office of the Bank,
9-30, Hashimoto 1-chome, Aomori City, Aomori, Japan

3. Meeting Agenda:
Matters to be reported:
Proposal No. 1 Approval of the Share Transfer Plan with The Michinoku Bank, Ltd.
Proposal No. 2 Partial Amendment to the Articles of Incorporation
4. Matters Disclosed on the Bank’s Website(1)
Of the documents that should be provided with this notice, the following documents are posted on the
Bank’s website (https://www.a-bank.jp/) in accordance with laws and regulations as well as Article 16of the Articles of Incorporation of the Bank. They are, therefore, not included in the Reference
Documents for the Extraordinary General Meeting of Shareholders.
Of the matters that should be provided in Proposal No. 1, Approval of the Share Transfer Plan with
The Michinoku Bank, Ltd., (i) Notes to the Non-consolidated Financial Statements and (ii) Notes to
the Consolidated Financial Statements, of the other wholly owned subsidiary company resulting froma share transfer (The Michinoku Bank, Ltd.) with respect to the most recent business year.
(2)
In case any revisions are required in the Reference Documents for the Extraordinary General Meetingof Shareholders, the revised information will be posted on the Bank’s website (https://www.a-bank.jp/).

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Guide to Exercising Voting Rights
Please refer to pages 6 through 75 of the Reference Documents for the Extraordinary General Meetingof Shareholders and exercise your voting rights. You may exercise your voting rights by one of thefollowing three methods.

Exercising your voting rights
by attending the Extraordinary General Meeting of Shareholders
Date and time of the meeting:

10:00 a.m., Wednesday, January 26, 2022

When attending the meeting, please submit the enclosed Voting Right Exercise Format the reception upon arrival. Shareholders are kindly requested to bring this noticeof convocation to the meeting venue in order to help conserve resources.

Exercising your voting rights by mailing (in writing)Deadline for exercising voting rights:

5:00 p.m., Tuesday, January 25, 2022

Please mail the enclosed Voting Right Exercise Form by the deadline for exercising
voting rights by clearly indicating your approval or disapproval of each proposal.

Exercising your voting rights via the Internet
Deadline for exercising voting rights:

5:00 p.m., Tuesday, January 25, 2022

When exercising your voting rights via the Internet, please refer to “Exercising Voting
Rights via the Internet” on the following page, and exercise your voting rights by thedeadline.

For inquiries regarding exercising voting rights, please contact:

Helpdesk (Corporate Agency Division, Mitsubishi UFJ Trust and Banking Corporation)
Phone: 0120-173-027 (Business hours: 9:00 a.m. to 9:00 p.m., toll free for calls within Japan)
Electronic Voting Platform for Institutional Investors
Nominal shareholders such as trust banks acting as administrator (including standing proxies) may
vote via the electronic voting platform operated by ICJ, Inc. if they apply in advance for the use ofsuch platform.

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Exercising Voting Rights via the Internet
Website for Exercising Voting Rights
When exercising voting rights via the Internet, please use the following voting right exercising website
designated by the Bank.
Exercising voting rights by using a PC

Access the voting right exercise

1 website.

2Enter your “login ID” and“temporary password” printed
on the slip (on the right) of
your Voting Right Exercise
Form.

Enter both “New Password”“New Password (forconfirmation).”3 andClick “Send.”

Click “To the next page.”

Click “Log in.”

Hereafter, please follow the onscreen instructions to enter yourapproval or disapproval.

Exercising voting rights with a smartphone
You can access the voting right exercising website
by scanning the “login QR code” without entering
the “login ID” and the “temporary password.”
You can exercise your voting rights only once here.
*You can exercise your voting rights by the above
method only once.

The “login QR code” isindicated here.

Slip (on the right) of the Voting
Right Exercise Form

Handling of Duplicate Voting（1） If you exercise your voting rights both by mailing (in writing) and via the Internet, the vote placed via
the Internet will be deemed valid.
（2） If you exercise your voting rights multiple times via the Internet, the last vote will be deemed valid.
Additionally, if you exercise your voting rights multiple times with a PC, smartphone or other device,
the last vote will be deemed valid
Cost incurred in accessing the voting right exercising website
Internet access fees, communication charges, etc. incurred in accessing the voting right exercising website
from your PC, smartphone or other device are to be borne by the shareholders.

-3-

Information on Live Streaming Using the Internet
The Extraordinary General Meeting of Shareholders of the Bank will be streamed live via the Internet forshareholders to watch it from their homes, etc.
1.

Date and time of live streaming

Wednesday, January 26, 2022, from 10:00 a.m. till the close of the Extraordinary General
Meeting of Shareholders* The live streaming website will be available from around 9:30 a.m., 30 minutes before the meeting.
2. How to view
(1) Please access the streaming website by entering the following URL in a browser or scanningthe following QR code with your PC or smartphone or other device.
You can also access the streaming website from the Bank’s website (https://www.abank.jp/).
[Home] => [Shareholders and Investors] => [Investor Information] => [Internet Live Streamingof General Meeting of Shareholders]

Streaming website
URL

https://8342.ksoukai.jp(QR Code)(2) After accessing the streaming website, please follow the on-screen instructions to enter thefollowing ID and password.
1.

ID: “Shareholder number” indicated on the Voting Right Exercise Form (8-digit, half-width numbers)* Please make sure to keep record of your shareholder number before mailing the Voting Right Exercise Form.

2.

Password: “Postal code” for the address registered in the shareholder registry as of Monday, November 29, 2021 (recorddate) (7-digit, half-width numbers, without hyphen)(ハイフンを除く７桁の半角数字)

3. Notes on live streaming(1) Live streaming may not be possible due to unavoidable circumstances. In that case, anannouncement will be made on the Bank’s website (https://www.a-bank.jp/).
(2) Watching a livestream is not recognized as attendance to the Extraordinary General
Meeting of Shareholders, according to the Companies Act of Japan. Therefore, it is notpossible to exercise voting rights, ask questions, or otherwise speak up at the Extraordinary
General Meeting of Shareholders by participating online. Please exercise your voting
rights in advance by one of the methods described on pages 3 and 4.
(3) Access to the livestream will be limited to shareholders.
(4) Please refrain from taking photos, recording video or audio, saving the livestream, or
publishing the livestream on social media.
(5) Due to the Internet communication environment and other factors, video and audio may be
distorted, or the livestream may be interrupted.
(6) It may not be possible to watch the livestream, depending on the devices andcommunication environments being used.
(7) Any cost (internet access fees, communication charges, etc.) incurred in accessing thestreaming website is to be borne by the shareholders.

-4-

4.

Method of testing your viewing
You can test your viewing environment in advance by following the instructions set out in “2. How toview” from 9:00 a.m., Wednesday, December 29, 2021 until 30 minutes before the scheduled start time of theExtraordinary General Meeting of Shareholders.
5.

Notice to shareholders who attend the Extraordinary General Meeting of Shareholders
Please note that although video of the Meeting for live streaming will only show the vicinity of the officers’
seats in consideration of the privacy of attending shareholders, some shareholders may be unavoidably apppear
on the screen.
[For inquiries regarding live streaming]① For inquiries regarding ID and password, please contact:
Mitsubishi UFJ Trust and Banking Corporation Phone: 0120-191-060 (toll free for calls within Japan)② For inquires regarding technical matters such as network environment(03) 4556-9235

V-cube, Inc.
Business hours:

From 9:00 a.m., Wednesday, January 26, 2022 till the close of the Extraordinary
General Meeting of Shareholders

Shareholder number (ID)

Postal code (password) *Login ID
Shareholder
number (8-digit)* The password may be different from the postal code shown on the Voting Right Exercise

Form.
(If the shareholder changed the address on or after Monday, November 29, 2021 (record date)or specified a mailing address for Voting Right Exercise From, please enter the postal codefor the address of the shareholder registered in the shareholder registry as of the record date assuch changed or specified information has not bee reflected. If a shareholder residing outside
Japan appoints a standing proxy, please enter the postal code of the standing proxy.)-5-Extraordinary General Meeting of Shareholders Reference Documents
Proposals and Reference Matters
Proposal No. 1

Approval of the Share Transfer Plan with The Michinoku Bank, Ltd.

The Bank and The Michinoku Bank, Ltd. (“The Michinoku Bank;” the Bank and The
Michinoku Bank referred to collectively as “Both Banks,” the “Two Banks,” or the “Banks”
according to context) have reached an agreement to establish “Procrea Holdings, Inc.” (the“Joint Holding Company”) as the wholly-owning parent of Both Banks by means of a joint
share transfer to be executed on April 1, 2022 (“Effective Date”) (“Share Transfer”), and,pursuant to resolutions of the boards of directors of Both Banks during meetings convened on
November 12, 2021, executed a business integration agreement (the “Business Integration
Agreement”) dated the same day between the Two Banks. In addition, pursuant to a resolutionof the boards of directors of Both Banks during meetings convened on November 26, 2021, theTwo Banks have jointly formulated a share transfer plan of the same date with respect to the
Share Transfer (the “Share Transfer Plan”)
We therefore seek the approval of shareholders for the Share Transfer Plan.
Below are a description of the reasons for the Share Transfer, a summary of the Share
Transfer Plan, and other matters of relevance to this agenda item.
1. Reasons for Share Transfer
The Bank and The Michinoku Bank are both regional banks with their head offices
located in Aomori Prefecture. They each use keywords such as “local” and “customers” in
its corporate vision, and with their mission to create a vibrant regional community andhappiness and development for customers, they make efforts to demonstrate a financial
intermediation function. Also, by maintaining and providing a stable financial system, theBanks have contributed to the regional community and customers.
On the other hand, while the reduction in profit margins between lending and deposits
and the decrease in earnings from securities management over a long period due to the lowinterest-rate environment continue, there are concerns that the decrease in population,
declining birthrate, and aging population is certain to progress in Aomori Prefecture, with
the impact on regional economies to increase. The business environment encompassing the
Banks is therefore expected to become increasingly severe.
The Banks recognize that the role of the Banks will become increasingly important inorder for regional communities to experience sustained development, such as throughmeasures for uninterrupted financial support to regional business operators who have been
impacted by the spread of the novel coronavirus and for transforming the social structureduring and after thecoronavirus era. Further, the Banks recognize the need to deal with diverse customer
needs and enhance services by taking on challenges in new fields that surpass the boundaries
of existing financial services, against a backdrop of developing digital technology andderegulation.
On October 28, 2019, the Banks released the “Notice on Commencement ofConsideration of Comprehensive Partnership” and pursued collaborations in a variety offields, such as a tie-up of mutual free-of-charge ATM usage. While the Banks proceededwith the discussion on such collaborations, in light of a harsh business environment, theydecided that the best option to achieve their mission as a regional financial institutions are tocreate a sound business foundation that can continue to provide the region with high quality,-6-

stable financial services and reinforce their financial intermediation function and financial
services that exploit their respective strengths, and to discover and exploit new value in theregion. As notified in the press release “Notice Regarding Basic Agreement on Business
Integration between The Aomori Bank, Ltd. and The Michinoku Bank, Ltd.” issued on May
14, 2021, pursuant to the basic agreement dated May 14, 2021 (the “Basic Agreement”), theBanks have proceeded with discussions and consideration of business integration withestablishment of the Joint Holding Company through the Share Transfer targeted for April 1,
2022 and merger of the Banks under the Joint Holding Company targeted for two years after
the Effective date as the basic policy, and on November 12, 2021 the Banks reached a final
agreement on conducting the business integration based on mutual trust and an equal footing.
By expanding business fields that exploit an enhanced financial intermediation function
and regional advantages through the combination of know-how, information, and networksof the Banks’ group, common value will be created for the region and customers, andattempts will be made to create a sound business foundation through rationalization andimproved efficiency of operations. With that, the Banks will achieve sustained growth withthe region by maintaining and improving the stability of financial systems and the provisionof financial services, further developing local industry, and improving the livelihood of local
residents.
2. Summary of Share Transfer Plan
The details of the Share Transfer Plan are as described in the “Share Transfer Plan (Copy)”
below.

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Share Transfer Plan (Copy)
Having reached agreement on a share transfer by the joint transfer of shares, The Aomori Bank,
Ltd. (“Aomori”) and The Michinoku Bank, Ltd. (“Michinoku”) jointly formulated the following
Share Transfer Plan (“The Plan”).

Article 1
Share Transfer
As set forth in the Plan, Aomori and Michinoku will execute a joint share transfer to establish a
new wholly-owning parent company (“The New Company”), and on the Establishment Date(defined in Article 6; hereinafter the same) will execute a share transfer in which the New
Company acquires all issued and outstanding shares of Aomori and Michinoku (the “Share
Transfer”) and, as a result, Aomori and Michinoku will become wholly-owned subsidiaries of the
New Company.
The New Company’s Purpose, Trade Name, Location of Head Office, Total
Number of Authorized Shares and Total Number of Authorized Class Shares, andOther Matters to be Set Forth in Articles of Incorporation
1. The purpose, trade name, location of head office, and total number of authorized shares of
the New Company shall be as follows.
(1) Purpose
The purposes of the New Company are as stated in Article 2 of the Articles ofIncorporation (Annex 1).
(2) Trade name
The trade name of the New Company is “株式会社プロクレアホールディングス”(Kabushiki Kaisha Purokurea Horudingusu) and shall be indicated in English as“Procrea Holdings, Inc.”.
(3) Location of head office
The New Company will be headquartered in Aomori City, Aomori Prefecture, and its head
office will be located at 3-1, Katta 1-Chome, Aomori, Aomori Prefecture.
(4) Total number of authorized shares and total number of authorized class shares
The New Company will have a total number of 60 million authorized shares, and a total
number of authorized class shares as indicated below.
Common stock
60 million sharesClass I Preferred Stock13.8 million shares
2. In addition to the provisions of the preceding paragraph, matters stipulated in the Articles ofIncorporation of the New Company are as found in the Articles of Incorporation attached as
Annex 1.
Article 2

Article 3
1.

Names of the Directors and Accounting Auditor at Time of Establishment of New
Company
The names of the Directors at the time of establishment of the New Company (excluding
directors at the time of establishment who are Audit and Supervisory Committee members at
the time of establishment) are as follows.
Director (proposed for election as Representative Director and President)
SusumuNaritaDirector (proposed for election as Representative Director and Vice President)
Takayuki Fujisawa
Director
Tsutomu Inaniwa
Director
Keitaro Ishikawa

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2.

3.

Director
Tsuyoshi Tamura
Director
Yo Mori
Director
Motomi Shiratori
Director
Shinji Suto
Outside Director
Katsunori Mikuniya
Outside Director
Kazunari Higuchi
The names of directors at the time of establishment of the New Company who are Audit andSupervisory Committee members at the time of establishment are as follows.
Director
Akira Nakagawa
Outside Director
Masashi Iwakigawa
Outside Director
Tetsutaro Wakatsuki
Outside Director
Mie Ishida
The name of the accounting auditor at the time of establishment of the New Company is asfollows.
Ernst & Young ShinNihon LLC

Article 4
Shares to be Delivered at the Time of the Share Transfer and their Allotment
1. Classes and Numbers of Shares to be Delivered at the Time of the Share Transfer(1) In conjunction with the Share Transfer, the New Company will, immediately prior to thetime of acquisition of all of the issued and outstanding shares of Aomori and Michinoku(“Base Time”), deliver to the shareholders of Aomori’s and Michinoku’s common stock(“Common Shareholders”) in place of the common stock that they respectively hold in
Aomori and Michinoku common stock (“Delivered Shares (Common Stock)”), the total
number of shares in the New Company found as the aggregate of (i) the total number ofshares of common stock issued at the Base Time by Aomori multiplied by 1, and (ii) the
total number of shares of common stock issued at the Base Time by Michinoku multipliedby 0.46.
(2) In conjunction with the Share Transfer, the New Company will deliver to holders ofMichinoku’s Class A Preferred Stock at the Base Time (“Preferred Shareholders”) in placeof the Michinoku Class A Preferred Stock they hold, Class I Preferred Stock of the New
Company as set forth in Annex 2 in a number found by multiplying the total number forClass A Preferred Stock issued at the Base Time by Michinoku by 0.46 (“Delivered Shares(Preferred Shares);” referred to collectively with Delivered Shares (Common Stock) as“Delivered Shares”).
2. Allotment of Shares in New Company(1) The New Company will allocate Delivered Shares (Common Stock) that are delivered
pursuant to item (1) of the preceding paragraph to Aomori’s and Michinoku’s Common
Shareholders at the Base Time according to their individual ratio as indicated below(referred to individually and collectively as the “Share Transfer Ratio”).
(i) To Aomori’s Common Shareholders, 1 share of common stock in the New Company
per 1 share of common stock held in Aomori(ii) To Michinoku’s Common Shareholders, a 0.46 share of common stock in the New
Company per 1 share of common stock held in Michinoku(2) The New Company will allocate Delivered Shares (Preferred Shares) delivered pursuant
to No. 2 of the preceding paragraph to Michinoku’s Preferred Shareholders at the BaseTime at a ratio of 0.46 shares of the New Company’s Class I Preferred Stock per share ofMichinoku’s Class A Preferred Stock.
3. Any fractions of less than one share resulting from the calculations in the preceding two
paragraphs will be treated in accordance with Article 234 of the Companies Act (Law No. 86
of July 26, 2005, as amended; hereinafter the same) and the provisions of other relevant laws

-9-

and regulations.
Article 5
New Company’s Capital and Reserves
The amount of capital and reserves at the time of establishment of the New Company shall be as
follows.
(1) Amount of capital¥20 billion(2) Amount of capital reserve¥5 billion(3) Amount of retained earnings reserve ¥0(4) Amount of capital surplus
Remainder after deduction of the total of (1) and(2) above from the change in shareholders’equity set forth in Article 52.1 of theRegulations on Company Accounting
Article 6
Incorporation Date of New Company
The date on which establishment of the New Company is to be registered (referred to as“Establishment Date” in the Plan) is April 1, 2022. However, this can be changed by agreement
after consultation between Aomori and Michinoku when necessitated by procedures for the Share
Transfer or other reasons.
Article 7
General Meeting of Shareholders to approve the Share Transfer Plan
1. Aomori will convene an extraordinary general meeting of shareholders on January 26, 2022
and seek approval of the Plan and a resolution on matters necessary for the Share Transfer.
2. Michinoku will convene an extraordinary general meeting of shareholders on January 26,
2022 and seek approval of the Plan and a resolution on matters necessary for the Share
Transfer. Michinoku will also convene a general meeting of class shareholders by
Michinoku’s Common Shareholders and a general meeting of class shareholders by
Michinoku’s Preferred Shareholders on January 26, 2022 and seek the approval of the classmeeting for the Plan and a resolution on matters necessary for the Share Transfer.
3. When necessitated by procedures for the Share Transfer or other reasons, Aomori andMichinoku may, by agreement after consultation, change the dates of general meetings ofshareholders and general meetings of class shareholders to seek approval of the Plan andresolutions on matters necessary for the Share Transfer as set forth in the preceding two
paragraphs.
Article 8
Listing of Shares, Shareholder Registry Administrator
1. The New Company intends to list the common stock that it issues on the First Section of theTokyo Stock Exchange on the Establishment Date and will perform procedures required forlisting in consultation with and, wherever possible, with the mutual cooperation of Aomori
and Michinoku.
2. Aomori and Michinoku will mutually cooperate in the performance of necessary procedures
to maintain the listing of the common stock issued by the New Company on the Prime Market
after the transition to the new market classifications of the Tokyo Stock Exchange scheduled
for April 4, 2022.
3. The administrator of the shareholder registry for the New Company at the time ofestablishment will be Mitsubishi UFJ Trust and Banking Corporation.
Article 9Distribution of Surplus
1. Aomori may distribute surplus dividends respectively as follows: (1) a maximum of ¥25 pershare of common stock to Aomori’s Common Shareholders and registered common stock
pledge holders noted or recorded in the final shareholder registry of September 30, 2021; and- 10 -

2.

3.

4.

(2) a maximum of ¥25 per share of common stock to Aomori’s Common Shareholders andregistered common stock pledge holders noted or recorded in the final shareholder registryof March 31, 2022.
Michinoku may distribute surplus dividends respectively as follows: (1) a maximum of ¥10
per share of common stock to Michinoku’s Common Shareholders and registered common
stock pledge holders noted or recorded in the final shareholder registry of September 30,
2021; and (2) a maximum of ¥15 per share of common stock to Michinoku’s Common
Shareholders and registered common stock pledge holders noted or recorded in the final
shareholder registry of March 31, 2022.
Michinoku may distribute surplus dividends respectively as follows: (1) a maximum of¥27.65 per share of Class A Preferred Stock to Michinoku’s Preferred Shareholders andregistered pledge holders of Class A Preferred Stock noted or recorded on the final
shareholder registry of September 30, 2021; and (2) a maximum of ¥27.65 per share of Class
A Preferred Stock to Michinoku’s Preferred Shareholders or registered pledge holders ofClass A Preferred Stock noted or recorded on the final shareholder registry of March 31,
2022.
Aomori and Michinoku must not resolve to distribute surplus dividends with a record dateprior to the Establishment Date of the New Company during the period after formulation of
the Plan until establishment of the New Company, except as set forth in the preceding threeparagraphs. However, this shall not apply when Aomori and Michinoku agree after
consultation.

Article 10
Retirement of Treasury Shares
Aomori and Michinoku shall, by resolutions of their individual boards of directors meeting nolater than the day prior to of the Establishment Date of the New Company, retire all of the treasury
shares that they hold as at the Base Time (including treasury shares acquired in response to sharepurchase demands exercised by opposing shareholders in conjunction with the Share Transfer as
set forth in Article 806.1 of the Companies Act, but excluding treasury shares respectively heldin trust accounts as trust assets for Aomori’s executive compensation BIP trust and Michinoku’s
director, etc. performance-linked stock compensation program (shares benefit trust (BBT))).
Article 11
Management, etc. of Company Assets
1. After formulation of the Plan and until the Establishment Date of the New Company, Aomori
and Michinoku shall individually execute their operations and manage and administer theirassets with the care of a prudent manager, shall cause their subsidiaries to execute theiroperations and manage and administer their assets with the care of a prudent manager and,
unless stipulated to the contrary in the Plan, only take actions with potential material impacts
on their assets, rights and duties, and cause such actions to be taken after advance consultation
and agreement by Aomori and Michinoku.
2. After formulation of the Plan and until the Establishment Date of the New Company, Aomori
and Michinoku shall notify the other party promptly in writing of any events or phenomena
identified as having reasonable potential to have a material adverse impact on the executionof the Share Transfer or the Share Transfer ratios, and Aomori and Michinoku shall consult
in good faith on the treatment of such events or phenomena.
Article 12
Effect of the Plan
The Plan shall cease to have effect in the event that the Plan fails to obtain approval or a resolution
on matters necessary for the Share Transfer fails to pass a general meeting of shareholders or
general meeting of class shareholders of either Aomori or Michinoku as set forth in Article 7, inthe event that Licenses and Permits etc. from relevant authorities (including, but not limited to,- 11 -

licenses and permits prescribed in Article 52–17(1) of the Banking Act and licenses and permits
stipulated in Article 3(1)(iv) of the Act on Special Exceptions to the Act on Prohibition of Private
Monopolization and Maintenance of Fair Trade for the Maintenance of Common Passenger
Vehicle Transportation Businesses and Basic Banking Services in Outlying Areas with respect to
the Share Transfer) that are required for execution of the Share Transfer are not obtained by theEstablishment Date of the New Company, and in the event of cancellation of the Share Transfer
pursuant to the following article.
Article 13
Amendment of Share Transfer Terms and Cancellation of the Share Transfer
After the formulation of the Plan and until the Establishment Date of the New Company, Aomori
and Michinoku may amend the terms of the Share Transfer and other content of the Plan and maycancel the Share Transfer after by agreement after consultation in the event of material changes
in the assets or business circumstances of Aomori or Michinoku, identification of events having
material impact on the assets or business circumstances of Aomori or Michinoku, occurrence oridentification of circumstances constituting material impediments to the execution of the Share
Transfer, or other circumstances in which it would be extremely difficult to achieve the purposesof the Plan.
Article 14
Consultation Matters
Any matters not set forth in the Plan and any other matters necessary for the Share Transfer shallbe determined after separate consultation and agreement between Aomori and Michinoku inaccordance with the intentions of the Plan.
IN WITNESS of the formulation of the Plan, this Document has been prepared in duplicate,signed and sealed by Aomori and Michinoku, who each retain one.
November 26, 2021
Aomori:9-30 Hashimoto 1-Chome, Aomori-shi, Aomori
Prefecture
Aomori Bank, Ltd.
Representative Director
Susumu Narita[Seal]

Michinoku 3-1 Katta 1-Chome, Aomori-shi, Aomori Prefecture
The Michinoku Bank, Ltd.
Representative Director
Takayuki Fujisawa [Seal]- 12 -

Exhibit 1
Procrea Holdings, Inc. Articles of Incorporation

Chapter 1

General Provisions

Article 1
Business Name
The name of the Company shall be “株式会社プロクレアホールディングス” (Kabushiki
Kaisha Purokurea Horudingusu).
The name in English shall be Procrea Holdings, Inc.

Article 2
PurposeAs a bank holding company, the purpose of the Company is to carry out the following business.
(1) Management of banks and companies permitted as bank subsidiaries under the
Banking Act(2) All operations that are incidental or related to the operations set forth in the preceding
subparagraph(3) In addition to the operations listed in the two preceding subparagraphs, operations
that can be carried out by a bank holding company under the Banking Act

Article 3
Location of Head Office
The Company will locate its head office in Aomori City, Aomori Prefecture.

Article 4
OrgansThe Company shall have the following administrative bodies in addition to the general meetingof shareholders and directors.
(1) Board of Directors(2) Audit and Supervisory Committee(3) Financial Auditor

Article 5
Method of Public Notice
The method of public notices of the Company shall be electronic public notices; provided,
however, that if the Company is unable to give an electronic public notice because of an accident
or any other unavoidable reason, public notices of the Company will be published in the To-o
Nippo, which is published in Aomori City, Aomori and in the Nihon Keizai Shimbun, which is
published in Tokyo.

Chapter 2- 13 -

SharesArticle 612

Increase of the Total Number of Authorized Shares and Total Number ofAuthorized Class Shares
The total number of shares authorized to be issued by the Company shall be 60 million.
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 Stock13.8 million shares

Article 7
Acquisition of Treasury Shares
Under the provisions of Article 165, paragraph (2) of the Companies Act, the Company may
acquire treasury shares through market transactions or the like by resolution of the Board of
Directors.

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

Article 9
Rights of Shareholders Holding Shares of the Company Less Than One Unit
Shareholders who hold shares of the Company that are less than one unit may not exercise rights
other than those listed below with regard to those shares of less than one unit held by theshareholder:(1) The rights listed in the subparagraphs to Article 189, paragraph (2) of the Companies
Act;(2) The right to make a demand pursuant to the provisions of Article 166, paragraph (1)of the Companies Act;
(3) Right to receive an allotment of offered shares and offered share acquisition rights
in proportion to the number of shares held by the shareholder; and(4) The right to make a demand as set forth in the following article.

Article 10
Additional Purchase of Shares Less than One Unit
A shareholder of the Company who holds shares less than one unit may, as provided for in the
Share Handling Regulations established by the Board of Directors of the Company, request theCompany to sell to the shareholder a number of shares which will, when combined with thenumber of shares already held by the shareholder, constitute one share unit.

Article 11
Share Handling Regulations
The handling of the Company’s shares and related fees shall be governed by laws and regulations,these Articles of Incorporation, and the Share Handling Rules set forth by the Board of Directors.

- 14 -

Article 12
Shareholder Registry Administrator
1
The Company shall haves a shareholder registry administrator.
2
The shareholder registry administrator and the place at which it handles its business will be
determined by resolution of the Board of Directors and stated in a public notice.
3
The preparation and keeping of the Company’s shareholder registry and registry of stockacquisition rights and other administrative work concerning the shareholder registry andregistry of stock acquisition rights will be delegated to the shareholder registryadministrator and will not be handled at the Company.

Chapter 3

Preferred Stock

Article 13
Class I Preferred Dividend
1
When distributing surplus dividends as set forth in Article 46.1, the Company will
distribute to the holders of Class I Preferred Stock (“Class I Preferred Shareholders”) andthe registered pledge holders of Class I Preferred Stock (“Registered Class I Pledge
Holders”) noted or 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) andmultiplying 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 orRegistered 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 (12-month)+0.95%The Annualized Class I Preferred Dividend Rate for each business year will becalculated and rounded to the fourth decimal place of the percentage.
In the formula above, “Japanese yen TIBOR (12-month)” refers to the number
published at 11:00 a.m. on April 1 of each year (the next business day if that day isa 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 toa day on which banks conduct foreign currency and foreign exchange transactions
in Tokyo.

- 15 -

2

3

However, the Annualized Class I Preferred Dividend Rate shall be 8% if thecalculation above results in an amount higher than 8%.
The shortfall will not accumulate to subsequent business years if the surplus dividend toClass I Preferred Shareholders and Registered Class I Pledge Holders during a businessyear does not reach the Class I Preferred Dividend amount.
Surplus dividends will not be paid to Class I Preferred Shareholders and Registered ClassI Pledge Holders in excess of the Class I Preferred Dividend amount. However, this shallnot 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, item (xii)(b) or Article 765, paragraph(1), item (viii)(b) of the Companies Act while the Company executes incorporation-type
corporate split procedures.

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 Class I Preferred Stock (“Class I
Preferred Interim Dividend”) prior to distributions to Common Shareholders and Registered
Common Stock Pledge Holders.

Article 15Distribution 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 an amount 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 Stockrefers to the amount found by multiplying on the date of residual asset distribution(“Distribution Date”) the number of days from the 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 becalculated and rounded up to the fourth decimal place). However, if a Class I PreferredInterim Dividend has been paid to Class I Preferred Shareholders and Registered Class I
Pledge Holders during the business year in which the Distribution Date falls, that amountshall be deducted.
2
No distribution of residual assets will be made to Class I Preferred Shareholders andRegistered Class I Pledge Holders other than as set forth in the preceding paragraph.

- 16 -

Article 16
Class I Preferred Shareholders’ Voting Rights
Class I Preferred Shareholders are unable to exercise voting rights in general meetings ofshareholders for any matter. However, until a resolution is passed for payment in full of the ClassI Preferred Dividend (deducting the amount of any Class I Preferred Interim Dividend paid), ClassI Preferred Shareholders may exercise voting rights for all matters in general meetings ofshareholders: (i) from the time of issue if the holders of Class A Preferred Stock issued by The
Michinoku Bank, Ltd. (“The Michinoku Bank”) at the time of issue of Class I Preferred Stock areable 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 ofshareholders (deducting the amount of any Class I Preferred Interim Dividend paid); and (iii)from the conclusion of an ordinary general meeting of shareholders rejecting an agenda item forreceipt of payment in full of the Class I Preferred Dividend (deducting the amount of any Class I
Preferred Interim Dividend paid).

Article 17
Right to demand acquisition with Common Stock as Consideration
1
During the period in which acquisition demands are permitted under the following
paragraph, Class I Preferred Shareholders may demand that the Company acquire the ClassI Preferred Stock that they hold. Upon receipt of an acquisition demand, the Company will
deliver to the 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 per share of Class I Preferred Stock for which acquisition isdemanded (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 dividingthat amount by the acquisition price set forth in Paragraph 4 to Paragraph 8. Any fractionsof less than one share of common stock delivered in exchange for Class I Preferred Stockwill be handled 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 isestablished. 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 and rounded down to
the nearest yen) found by dividing an amount equivalent to the average daily closing priceof The Michinoku Bank’s common 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 dayson 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.

- 17 -

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 the third Friday of eachmonth (“Finalization Date”) onwards, the acquisition 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’s common stock for thefive consecutive trading days immediately preceding the Finalization Date (inclusive)(however, excluding days on which there is no Closing Price; if the Finalization Date is nota 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 Priceshall be an amount adjusted as deemed appropriate by the Board of Directors.
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 occurrenceof any of the events set forth in 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 fractionalamounts rounded down to the nearest yen.
(Adjusted Acquisition Price)
Number ofshares of
Paid-in amountcommon×
Unadjuste
Number ofper share+stock to be
Adjusteddshares of=×
delivered
Acquisition Priceacquisitio
commonn pricestock issued
Market value
Number of issued shares of common stock + numberof 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: the same 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 theacquisition or exercise of stock with call options, warrants with call options,or other securities (“Stock with Call Options, etc.”) that the Company canacquire in exchange for the delivery the Company’s common stock, andcommon stock is delivered)- 18 -

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 is established;hereinafter the same) (the effective date for a gratis allotment), or the day
following the day on which rights to receive allotments of solicited shares are
granted to shareholders, or the day following that record 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 of sharesof common stock for common stock within the Company’s treasury stock on
the record date) is deemed to have been delivered and applied in thecalculation of the Acquisition Price Adjustment Formula, and the Adjusted
Acquisition Price is applied beginning the day following the record date.
(iii) If Stock with Put Options, etc. is issued and allows demands for delivery of
the Company’s common stock at a price (defined in (d) below; and the samein 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 Dateof the Shares with Put Options, etc. (the allotment date for warrants) (theeffective date for a gratis allotment) or on the record date, if any, on whichrights are granted to shareholders to receive allotment of Shares with Put
Options, etc. or gratis allotments, and the Adjusted Acquisition Price applies
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.
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 Shareswith Put Options, etc. are issued at a price finalized on a predetermined
subsequent date (“Price Finalization Date”), and the finalized price is below
the market value used in the Acquisition Price Adjustment Formula, in thecalculation of the Acquisition Price Adjustment Formula, all of the Stock with
Put Options, etc. remaining on the Price Finalization Date are deemed to havebeen acquired or exercised and common stock delivered at the finalized terms
and conditions 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. are deemed to have been acquired or exercised- 19 -

(v)(vi)

at the Revised Price and common 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 pricehas been revised pursuant to Paragraph 5 during the period between theadjustment 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 Datebut 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 theacquisition price immediately prior to adjustment under Subparagraph(iii) or this subparagraph (iv) by the adjusted acquisition price.
If common stock is delivered at a price below the market value used in the
Acquisition Price Adjustment Formula in exchange for acquisition of Stockwith 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) and if,
and only if, the fully-diluted number of shares of common stock (defined in(e) below) after delivery of common stock in exchange for acquisition exceeds
the number of issued shares of common stock immediately prior to acquisition,
the excess number of shares of common stock will be deemed to have beendelivered in the calculation of the Acquisition Price Adjustment Formula; if
the number of issued shares of common stock immediately prior to acquisition
is not exceeded, there will be no adjustment under this subparagraph (v).
Reverse stock split
Beginning the effective date of the reverse stock split, the reduced number of- 20 -

(b)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 a negative and deemed to be thenumber of delivered shares of common stock for calculation of the Acquisition
Price Adjustment Formula, and the resulting Adjusted Acquisition Priceapplied.
In addition to the circumstances set forth in (a)(i) through (vi), the acquisition price(including the Minimum Acquisition Price) will be changed as deemed appropriateby 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)

(ii)

(iii)

(iv)

The “market value” used in the Acquisition Price Adjustment Formula will be
the average Closing Price of the Company’s common stock on the fiveconsecutive trading days preceding the date of Adjusted Acquisition Priceapplication (excluding the number of days for which there is no Closing Price).
Calculations of 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 an acquisition priceadjustment event occurs during the five consecutive trading days above.
The “unadjusted acquisition price” used in the Acquisition Price Adjustment
Formula is the effective acquisition price on the day prior to date of Adjusted
Acquisition Price application.
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 priorto adjustment of the acquisition price for the 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 sharesof common stock deemed delivered on the record date under (a)(i) through(iii) above) or on a day one month prior to the date of Adjusted Acquisition
Price application 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 thenumber of shares of common stock deemed “number of delivered shares ofcommon stock” as a result of the above adjustments under (a)(iii) or (iv)applied prior to the most recent adjustments under(a)(iv)(b) or (c) to the Stockwith Put Options, etc.).
The “per share paid-in amount” used in the Acquisition Price Adjustment
Formula will, in the circumstances set forth in (a)(i) be the paid-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 thecircumstances set forth in (a)(iii) through (v), the price (however, the Revised
Price in the case of (iv)).

- 21 -

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 price of 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, the amount to whichis added the value of assets invested upon exercise), divided by the number of sharesof common stock delivered upon acquisition or exercise.
(e) In (a)(v) above, “fully-diluted number of shares of common stock” refers to thenumber of issued shares of common stock on the date of application of Adjusted
Acquisition Price minus the number of undelivered shares of common stock includedin the number of issued 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 asa 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 the Company convened on or after the record date, theAdjusted Acquisition Price will apply beginning the day following the date of theconclusion of the general meeting of shareholders at which a resolution of approval
is adopted, notwithstanding the provisions of (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 andthe Acquisition Price before adjustment remains less than one (1) yen. However,when calculating 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 placeof the unadjusted acquisition price in the Acquisition Price Adjustment Formula.
The acquisition price set forth in Paragraph 4 through Paragraph 8 (including the
Mandatory Acquisition Price set forth in Article 19.2; the same in this paragraph) isinterpreted as preventing dilution and maintaining essential fairness among shareholders ofdifferent classes of stock, and the Board of Directors of the Company may appropriately
adjust the acquisition price or take other reasonably necessary measures if calculation isdifficult or if calculation results are unreasonable.
(d)9

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 the arrival of a date to be stipulated separatelyby 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 thedate of the Board of Directors meeting (including the meeting day) the Closing Price of theCompany’s common stock is below the Minimum Acquisition Price and the prior approvalof the Financial Services Agency is obtained. In these circumstances, the Company shalldeliver the assets set forth in the following paragraph to Class I Preferred Shareholders in
exchange for acquisition of Class I Preferred Stock. In the event of partial acquisition of- 22 -

2

Class I Preferred Stock, acquisition will be made in proportion to holdings. This does not
impede exercise of the right to demand purchase set forth in Paragraph 1 of the precedingarticle after the finalization of an acquisition date.
The Company shall deliver a monetary amount found as ¥5,000 divided by 0.46 per shareof Class I Preferred Stock (however, this will be appropriately adjusted in the event of astock split, gratis allotment of shares, or reverse stock split, etc. for Class I Preferred Stock)plus the accrued Class I Preferred Dividend equivalent in exchange for acquisition of ClassI Preferred Stock. In the context of this paragraph, “date of residual asset distribution” and“Distribution Date” in the calculation of the accrued Class I Preferred Dividend equivalent
set forth in Article 15.1 shall both be read “Acquisition Date” to calculate the accrued ClassI Preferred Dividend equivalent.

Article 19
Provisions for Acquisition with Common Stock as Consideration
1
The Company will acquire all Class I Preferred Stock not acquired by the Company by the
final day of the Acquisition Demand Period on the day following the final day of theAcquisition 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 shares of common stock found by multiplying thenumber 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 allotmentof shares, or reverse stock split, etc. for Class I 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 234of the Companies Act.
2
The Mandatory Acquisition Price will be an amount equivalent to the 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 the nearest 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.

Article 20
Stock Split, Reverse Split, and Gratis Allotment
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 shall perform the gratis
allotment of the relevant class of stock at the same time and the same ratio for both common
stock and Class I Preferred Stock.

Article 21

Exclusion Period- 23 -

The provisions of Article 48 will apply mutatis mutandis to the payment of Class I Preferred
Dividends.

Chapter 4General Meeting of Shareholders

Article 22
Convocation
The Company convenes an ordinary general meeting of shareholders within three months of theend of each fiscal year, and convenes extraordinary general meetings of shareholders as necessary.

Article 23
Record Date for Ordinary General Meetings of Shareholders
The record date for voting rights at the Company’s ordinary general meeting of shareholders is
March 31st each year.

Article 24
Convener and Chair
1
A general meeting of shareholders shall be convened by the President, who will also be the
Chair.
2
If the President is incapacitated or the position is vacant, another director will convene andchair the general meeting of shareholders in accordance with the order stipulated in advanceby a resolution of the Board of Directors.

Article 25
Electronic Provision, etc.
1
When convoking a general meeting of shareholders, the Company may provide reference
documents for the general meeting of shareholders and other relevant information byelectronic means.
2
The Company may not include all or a part of the matters subject to electronic provision
stipulated by Ministry of Justice ordinance in the documents delivered to shareholders
requesting delivery of written documents by the voting rights record date.

Article 25-2

Disclosure of Reference Documents, etc. for the General Meeting of Shareholders
via the Internet and Deemed Provision
When convening a general meeting of shareholders, the Company may be deemed to haveprovided information pertaining to matters that should be stated or indicated in general meetingof shareholders reference documents, business reports, financial statements, or consolidated
financial statements by disclosing that information to shareholders via the internet in accordancewith the provisions of Ministry of Justice ordinance.

Article 26
Method of Resolution
1
Except where otherwise provided by law or regulation or these Articles of Incorporation, a- 24 -

2resolution of the general meeting of shareholders shall be made by a majority of the voting
rights of the shareholders present at the meeting who are entitled to vote.
Resolutions set forth in Article 309, paragraph (2) of the Companies Act shall be made byat least two-thirds of the voting rights of the shareholders present where shareholders
holding at least one-third of the voting rights that may be exercised are present.

Article 27
Exercising Voting Rights by Proxy1
A shareholder may act as proxy and exercise voting rights for one other shareholder who
has voting rights in the Company.
2
The shareholder or proxy in the preceding paragraph must submit a document certifying
the proxy rights to the Company for each general meeting of shareholders.

Article 28
Minutes
A summary of the proceedings and results of the general meeting of shareholders and othermatters prescribed by law or regulation will be entered or recorded in minutes.

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 classshareholders 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 at least two-thirds of the voting rights of theshareholders present at the relevant general meeting of class shareholders where
shareholders holding at least one-third of the voting rights that may be exercised are present.

Chapter 5

Directors and Board of Directors

Article 30
Number of Directors
1
The number of Directors of the Company (excluding those who are Audit and Supervisory
Committee members) shall be no more than 12.
2
The Company shall have no more than six directors who are Audit and Supervisory
Committee members.

Article 31
Election of Directors
1
Directors of the Company shall be appointed at a general meeting of shareholders
distinguishing between Audit and Supervisory Committee members and other directors.
2
Resolutions on the election of a Director shall be made by a majority of the votes of the- 25 -

3

shareholders present at the meeting where the shareholders holding at least one-third of thevoting rights of the shareholders entitled to exercise their votes at such meetings are present.
Resolutions for the election of Directors shall not be conducted by cumulative voting.

Article 32
Term of Office of Directors
1
The term of office of a Director (excluding Audit and Supervisory Committee members)
shall expire at the close of the ordinary general meeting of shareholders held with respect
to the final business year ending within one year of their appointment.
2
The term of office of an Audit and Supervisory Committee member shall expire at the closeof the ordinary general meeting of shareholders held with respect to the final business year
ending within two years of the Audit and Supervisory Committee member’s appointment.
3
The term of office of a director who is an Audit and Supervisory Committee member
elected as a substitute for a director who is an Audit and Supervisory Committee member
resigning before the expiration of their term of office shall be until the time of expirationof the term of office of the relevant resigned director who is an Audit and Supervisory
Committee member.
4
When a resolution relating to the preliminary election to fill the vacancy for an Audit andSupervisory Committee member is made, the resolution shall be effective until the start ofthe ordinary general meeting of shareholders held with respect to the final business year
ending within two years after the election.

Article 33
Convocation of Board of Directors Meetings
1
Notice to convene the Board of Directors will be sent to each director no later than threedays before the day of the meeting; However, this period can be shortened when urgently
necessary.
2With the consent of all directors, a meeting of the Board of Directors may be held without
convocation procedures.

Article 34
Omission of Resolution at Board of Directors Meeting
The Company will deem a resolution of the Board of Directors to have been passed when theconditions set forth in Article 370 of the Companies Act have been met.

Article 35
Delegation of Decisions on Important Execution of Operations
The Company may delegate all or part of important business execution decisions (excluding
matters listed in the subparagraphs to Article 399–13, paragraph (5) of the Companies Act) to
directors by resolution of the Board of Directors.

Article 36
Regulations of the Board of Directors
Matters concerning the Board of Directors shall be governed by the Regulations of the Board of
Directors established by the Board of Directors, in addition to applicable laws and regulations and- 26 -

these Articles of Incorporation.

Article 37
Representative Director and Executive Directors
1
The Board of Directors shall elect by resolution a representative director from among thedirectors (excluding Audit and Supervisory Committee members).
2
The Board of Directors may elect by resolution one chairperson of the Board of Directors
and one president, and also a number of vice presidents, senior managing directors, andmanaging directors from among the directors (excluding Audit and Supervisory Committee
members).
3
The president shall represent the Company.

Article 38
Director Remuneration, etc.
Directors’ remuneration, bonuses, and other economic benefits received from the Company asconsideration for the performance of duties shall be determined by a resolution of a general
meeting of shareholders, distinguishing between Audit and Supervisory Committee members andother directors.

Article 39
Limited Liability Agreements with Directors
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company may
enter into agreements with directors (except for executive directors, etc.) to limit their liability fordamages as provided in Article 423, paragraph (1) of the Companies Act; provided, however, thatthe limit of the amount of liability for damages pursuant to such agreements shall be the total of
the amounts set forth in each item Article 425, paragraph (1)1 of the Companies Act.

Chapter 6

Audit and Supervisory Committee

Article 40
Full-time Audit and Supervisory Committee Members
The Audit and Supervisory Committee may elect full-time Audit and Supervisory Committee
member(s) by resolution.

Article 41
Convocation of the Audit and Supervisory Committee
1
Notice to convene the Audit and Supervisory Committee will be sent to each auditor nolater than three days before the day of the meeting. However, this period can be shortenedwhen urgently necessary.
2
An Audit and Supervisory Committee meeting may be held without convocation
procedures if there is the consent of all Audit and Supervisory Committee members.

Article 42

Regulations of the Audit and Supervisory Committee- 27 -

Matters concerning the Audit and Supervisory Committee shall be governed by the Regulationsof the Audit and Supervisory Committee established by the Audit and Supervisory Committee, in
addition to applicable laws and regulations and these Articles of Incorporation.

Chapter 7

Financial Auditor

Article 43
Election of Financial Auditor
A financial auditor will be elected at the general meeting of members.

Article 44
Term of Office of Financial Auditor
1
The term of office of the financial auditor shall expire at the close of the ordinary general
meeting of shareholders held with respect to the final business year ending within one yearof the financial auditor’s election.
2
Unless otherwise resolved at the ordinary general meeting of shareholders under thepreceding paragraph, financial auditors shall be deemed to have been re-elected at suchordinary general meeting of shareholders.

Chapter 8

Accounts

Article 45
Business YearThe business year of the Company is the one-year period from April 1 each year to March 31 thefollowing year.

Article 46
Record Date for Dividends of Surplus
1
The record date for year-end dividends of the Company shall be March 31 of each year.
2
In addition to the provisions of the preceding paragraph, the Company may pay dividendsof surplus by setting a record date.

Article 47
Interim Dividend
The Board of Directors may adopt a resolution to pay interim dividends with a date of record ofSeptember 30 of each year.

Article 48
Dividend Exclusion Period, etc.
1
If the assets for distribution are monetary, the Company is released from its obligation to
make payment of dividends that have not been received after the elapse of five full years
from the payment commencement date.

- 28 -

2

Unpaid dividends do not attract interest.

Supplementary Provisions

Article 1
First Business Year
Notwithstanding the provisions of Article 45, the first business year of the Company shall be fromthe date of establishment of the Company to March 31, 2023.

Article 2
Initial Remuneration, etc. of Directors
Notwithstanding the provisions of Article 38, the total value of financial benefits received fromthe Company as director remuneration, bonuses and other consideration for the execution ofduties during the period from the Company’s establishment date until the end of the first ordinary
general meeting of shareholders shall be as follows.
(1) Directors (excluding Audit and Supervisory Committee members)No
greater than ¥300 million (annualized)(2) Directors who are Audit and Supervisory Committee members No greater than
¥60 million (annualized)

Article 3
Effective Date of Electronic Provision Measures, etc.
1
The provisions of Article 25 shall enter into force on the effective date of revisions in theproviso to Article 1 of the supplementary provisions to the Act Partially Amending theCompanies Act (Law No. 70 of 2019).
2
The provisions of Article 25–2 shall be deleted on the effective date. However, any general
meetings of shareholders held within six months of the effective date shall follow theprevious provisions.
3
For general meetings of class shareholder during the period between the Company’s
establishment date and the day prior to the effective date or within six months of theeffective date, the words “Article 25” in Article 29 shall be read as “Article 25–2.”

Article 4
Deletion of These Supplementary Provisions
1
Article 1 and Article 2 of these Supplementary Provisions will be deleted at the end of thefirst ordinary general meeting of shareholders after the establishment of the Company.
2
Article 3 and Article 4 of these Supplementary Provisions will be deleted on the latest of:the date on which six months elapse from the effective date, the date on which three months
elapse from the general meeting of shareholders in the proviso to Article 3.2 of these
Supplementary Provisions, or the date on which three months elapse from the date of ageneral meetings of class shareholders under Article 3.3 of these Supplementary Provisions.

- 29 -

Exhibit 2
Procrea Holdings, Inc.
Terms and Conditions of issuance of Class I Preferred Stock
1.

Classes of stock issued
Procrea Holdings, Inc. Class I Preferred Stock (“Class I Preferred Stock”)

2.

Number of the shares to be issued
1.84 million shares

3.

Method of issuanceIn conjunction with the share transfer in which The Aomori Bank, Ltd. (“The Aomori
Bank”) and The Michinoku Bank, Ltd. (“The Michinoku Bank”) are wholly-owned
subsidiaries resulting from a transfer of shares and the Company is the wholly-owningparent established by share transfer (“Share Transfer”), the Company will issue Class I
Preferred Stock and allocate and deliver to holders of The Michinoku Bank’s Class A
Preferred Stock 0.46 shares of Class I Preferred Stock per share of Class A Preferred Stockin The Michinoku Bank that they hold immediately prior to acquisition by the Company ofall of the issued and outstanding shares of The Aomori Bank and The Michinoku Bank as
a result of the Share Transfer.

4.

Class I Preferred Dividend(1) Class I Preferred Dividend
When paying surplus dividends under Article 46.1 of the Articles of Incorporation,
the Company will pay to holders of Class I Preferred Stock (“Class I Preferred
Shareholders”) and registered pledge holders of Class I Preferred Stock (“Registered
Class I Pledge Holders”) noted or recorded on the final shareholder registry of therecord date for the surplus dividend a monetary dividend (fractional units of less than
¥1 are to be rounded up to the fourth decimal place) (“Class I Preferred Dividend”)
calculated as 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 multiplying that amount by the dividend rate found in (2) below (“Annualized
Class I Preferred Dividend Rate”) prior to the payment of dividends to the holdersof common stock (“Common Shareholders”) and registered common stock pledge
holders (“Registered Common Stock Pledge Holders”). However, any Class I
Preferred Interim Dividend that has been paid under Paragraph 5 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.
(2)

Annualized Class I Preferred Dividend Rate
Annualized Class I Preferred Dividend Rate = Japanese yen TIBOR (12-month)+0.95%- 30 -

The Annualized Class I Preferred Dividend Rate for each business year will becalculated and rounded to the fourth decimal place of the percentage.
In the formula above, “Japanese yen TIBOR (12-month)” refers to the number
published at 11:00 a.m. on April 1 of each year (the next business day if that day isa bank holiday) (“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 dayon which banks conduct foreign currency and foreign exchange transactions inTokyo.
However, the Annualized Class I Preferred Dividend Rate shall be 8% if thecalculation above results in an amount higher than 8%.
(3)

Non-cumulative distribution
The shortfall will not accumulate to subsequent business years if the surplus dividend
to Class I Preferred Shareholders and Registered Class I Pledge Holders during abusiness year does not reach the Class I Preferred Dividend amount.

(4)

Non-participation
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, item(xii)(b) or Article 765, paragraph (1), item (viii)(b) of the Companies Act while theCompany executes incorporation-type corporate split procedures.

5.

Class I Preferred Interim Dividend
When distributing an interim dividend as set forth in Article 47 of the Articles ofIncorporation, the Company will pay Class I Preferred Shareholders and Registered ClassI Pledge Holders noted or recorded on the final shareholder registry of the record date forthe interim dividend money up to a maximum of half the Class I Preferred Dividend pershare of Class I Preferred Stock (“Class I Preferred Interim Dividend”) prior to payments
to Common Shareholders and Registered Common Stock Pledge Holders.

6.

Residual assets(1) Distribution of residual assets
When distributing residual assets, the Company will pay to Class I Preferred
Shareholders and Registered Class I Pledge Holders money in the amount of ¥5,000
divided by 0.46 per share of Class I Preferred Stock (however, this will beappropriately adjusted in the event of a stock split, gratis allotment of shares, or- 31 -

reverse stock split, etc. for Class I Preferred Stock) plus the accrued Class I Preferred
Dividend equivalent set forth in (3) below prior to payments to Common
Shareholders and Registered Common Stock Pledge Holders.
(2)

Non-participation
No distribution of residual assets to Class I Preferred Shareholders or Registered
Class I Pledge Holders will be made other than the distribution set forth in (1) above.

(3)

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 of residual asset
distribution (“Distribution Date”) the number of days from the first day of thebusiness year in which the Distribution Date falls (inclusive) to the Distribution Date(inclusive) by the Class I Preferred Dividend and dividing by 365 (fractionalamounts 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 Class I
Preferred Shareholders and Registered Class I Pledge Holders during the businessyear in which the Distribution Date falls, that amount shall be deducted.

7.

Voting rights
Class I Preferred Shareholders are unable to exercise voting rights in general meetings ofshareholders for any matter. However, until a resolution is passed for payment in full of theClass I Preferred Dividend (deducting the amount of any Class I Preferred Interim Dividendpaid), Class I Preferred Shareholders may exercise voting rights for all matters in general
meetings of shareholders: (i) from the time of issue if the holders of Class A Preferred
Stock issued by The Michinoku Bank at the time of issue of Class I Preferred Stock areable 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 PreferredInterim Dividend paid); 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).

8.

Right to demand acquisition with common stock as consideration(1) Right to demand acquisition
During the period in which they are able to demand acquisition under (2) below,
Class I Preferred Shareholders may demand that the Company acquire the Class I
Preferred Stock that they hold. In the event of an acquisition demand, the Company
will deliver to the Class I Preferred Shareholders the assets set forth in (3) below in
exchange for acquisition of Class I Preferred Stock as demanded by the Class I
Preferred Shareholders. However, acquisition demands under this paragraph cannot
be made for shares of the Company that are less than one unit.

- 32 -

(2)Period in which acquisition can be demanded
From the Company’s establishment date to September 30, 2024 (“Acquisition
Demand Period”).

(3)

Assets to be delivered in exchange for acquisition
In exchange for acquisition of Class I Preferred Stock, the Company will delivercommon stock in a number found by multiplying the number of Class I Preferred
Shares for which acquisition is demanded by the Class I Preferred Shareholders by
the amount of ¥5,000 divided 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. forClass I Preferred Stock) and dividing that amount by the acquisition price set forthin Subparagraphs (4) through (8) below. Any fractions of less than one share ofcommon stock delivered in exchange for Class I Preferred Stock will be handled as
set forth in Article 167, paragraph (3) of the Companies Act.

(4)

Initial acquisition price
The initial acquisition price shall be the market value on the day on which theCompany is established. The market value on the day of the Company’s
establishment shall be the amount (calculated as a yen amount down to the firstdecimal place and rounded down to the nearest yen) found by dividing an amountequivalent to the average daily closing price of The Michinoku Bank’s common
stock for the five consecutive trading days immediately preceding the third Friday
of March 2022 (“Initial Acquisition Price Finalization Day”) (including the initialcommon stock 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 shall be
used Acquisition Price if this calculation results in an acquisition price that is below
the Minimum Acquisition Price set forth in (7) below.

(5)

Revision of acquisition priceDuring the Acquisition Demand Period, from the day following the third Friday ofeach month (“Finalization Date”) onwards, the acquisition price will be revised toan amount (calculated as a yen amount down to the first decimal place and rounded
down to the nearest yen) equivalent to the average daily Closing Price of theCompany’s common 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). The Minimum
Acquisition Price will be used as the Revised Acquisition Price if this calculation
results in a Revised Acquisition Price that is below the Minimum Acquisition Priceset forth in (7) below. The Revised Acquisition Price will be adjusted as deemed
appropriate by the Board of Directors if an acquisition price adjustment event as set
forth in (8) below occurs during the period from the first day of the five consecutive
trading days to the Finalization Date (inclusive).

- 33 -

(6)Maximum acquisition price
There is no maximum acquisition price.

(7)

Minimum acquisition priceAmount of ¥958 divided by 0.46 (subject to adjustment as set forth in (8) below).

(8)

Adjustment of acquisition price(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 forth in 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 fractionalamounts rounded down to the nearest yen.
(Adjusted Acquisition Price)
Number ofshares of
Paid-in amountcommon×
Unadjuste
Number ofper share+stock to be
Adjusteddshares of=×
delivered
Acquisition Priceacquisitio
commonn pricestock issued
Market value
Number of issued shares of common stock + numberof 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: the same in (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 thedelivery the Company’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 of solicited shares are granted to shareholders, or the day
following that record date of a gratis allotment.
(ii) Stock split
The increased number of shares of common stock resulting from thesplit on the record date of the stock split (excluding increases in the- 34 -

number of shares of common stock for common stock within the
Company’s treasury stock on the record date) is deemed to have beendelivered and applied in the calculation of the Acquisition Price
Adjustment Formula, and the Adjusted Acquisition Price is applied
beginning the day following the record date.
(iii) If Stock with Put Options, etc. is issued and allows demands for deliveryof the Company’s common stock at a price (defined in (d) below; andthe 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
Shares with Put Options, etc. are deemed to have been acquired or
exercised and common stock delivered at the initial terms andconditions on the Pay-In Date of the Shares with Put Options, etc. (theallotment date for warrants) (the effective date for a gratis allotment) oron the record date, if any, on which rights are granted to shareholders toreceive allotment of Shares with Put Options, etc. or gratis allotments,
and the Adjusted Acquisition Price applies beginning the day following
the Pay-In Date (the allotment date for warrants) (the effective date fora gratis allotment) or the day following the record date.
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, allremaining Shares with Put Options, etc. are deemed to have beenacquired or exercised at the Revised Price and common stock deliveredon the Revision Date, and the Adjusted Acquisition Price applies fromthe 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- 35 -

(v)(vi)

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) above or this subparagraph (iv) and theacquisition price has been revised pursuant to (5) above during
the period between the adjustment and the Revision Date
The Adjustment Factor is 1.
However, in the calculation of the Minimum Acquisition Price,
the Adjustment 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) above or this subparagraph (iv) prior to
the Revision Date but no revision of the acquisition pricepursuant to Paragraph 5 during the period from the adjustment to
the Revision Date
The Adjustment Factor will be the ratio found by dividing theacquisition price immediately prior to adjustment under
Subparagraph (iii) or this subparagraph (iv) by the adjusted
acquisition price.
If common stock is delivered at a price below the market value used in
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.
has already been adjusted under Subparagraph (iii) or Subparagraph (iv)and if, 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).
Reverse stock split
Beginning the effective date of the reverse stock split, the reduced- 36 -

(b)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.
In addition to the circumstances set forth in (a)(i) through (vi), the acquisition
price (including the Minimum Acquisition Price) will be changed as deemed
appropriate by the Board of Directors if adjustments are required to theacquisition price (including the Minimum Acquisition Price) as a result ofmerger, demerger, share swap or share transfer, etc.

(c)
(i)

(ii)

(iii)

(iv)

The “market value” used in the Acquisition Price Adjustment Formula
will be the average Closing Price of the Company’s common stock on
the five consecutive trading days preceding the date of Adjusted
Acquisition Price application (excluding the number of days for which
there is no Closing Price). Calculations of the average value will bemade to the first decimal place and rounded down to the nearest yen.
Adjustments will be made to the Adjusted Acquisition Price inaccordance with (8) if an acquisition price adjustment event occurs
during the five consecutive trading days above.
The “unadjusted acquisition price” used in the Acquisition Price
Adjustment Formula is the effective acquisition price on the day prior
to date of Adjusted Acquisition Price application.
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 for thenumber 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) or on a day
one month prior to the date of Adjusted Acquisition Price application 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 thenumber of shares of common stock deemed “number of delivered sharesof common stock” as a result of the above adjustments under (a)(iii) or(iv) applied prior to the most recent adjustments under(a)(iv)(b) or (c)to the Stock with Put Options, etc.).
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- 37 -

(d)

(e)

(f)

(g)

(9)

(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)).
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 price of 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 uponissue of Stock with Put Options, etc. or Stock with Call Options, etc. (forwarrants, the amount to which is added the value of assets invested upon
exercise), divided by the number of shares of common stock delivered uponacquisition or exercise.
In (a)(v) above, “fully-diluted number of shares of common stock” refers to
the number of issued shares of common stock on the date of application of
Adjusted Acquisition Price minus the number of undelivered shares ofcommon stock included in the number of issued shares of common stock in(c)(iii) above for Stock with Call Options, etc., to which is added the numberof shares of common stock delivered as a result of acquisition of Stock with
Call Options, etc.
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 the Company convened on or after therecord date, the Adjusted Acquisition Price will apply beginning the day
following the date of the conclusion of the general meeting of shareholders at
which a resolution of approval is adopted, notwithstanding the provisions of(a)(i) through (iii).
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 lessthan one (1) yen. However, when calculating the acquisition price upon theoccurrence of an event requiring adjustment of the acquisition price using theAcquisition 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.

Reasonable measures
The acquisition price in Subparagraphs (4) through (8) above (including the
Mandatory Acquisition Price set forth in Paragraph 10(2); the same in thissubparagraph (9)) is to be interpreted from the perspectives of preventing dilution
and maintaining essential fairness among the holders of different classes of stock,and the Company’s Board of Directors may make appropriate adjustments to theacquisition price or take other reasonably necessary measures if calculation of theacquisition price is difficult or calculation results are unreasonable.

(10) Place of receipt of acquisition requests
4-5 Marunouchi 1-Chome, Chiyoda-ku, Tokyo- 38 -

Mitsubishi UFJ Trust and Banking Corporation, Securities Agency Division(11) Effectiveness of acquisition demand
Purchase demands shall enter into effect upon the arrival of the documents required
for the acquisition demand at the acquisition demand reception location set forth in(10) above.
9.

Provisions for acquisition with cash as consideration(1) Provisions for Acquisition in Exchange for Cash
The Company may acquire all or a part of Class I Preferred Stock to the extent
possible under applicable laws and regulations upon the arrival of a date to be
stipulated separately by the Board of Directors (“Acquisition Date”). However, theBoard 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 will deliver theassets set forth in (2) below 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 in proportion to holdings of Class I
Preferred Stock. Exercise of rights to demand acquisition set forth in Paragraph 8 (1)is not impeded after the finalization of the Acquisition Date.
(2)

10.

Assets to be delivered in exchange for acquisition
The Company shall deliver a monetary amount found as ¥5,000 divided by 0.46 pershare of Class I Preferred Stock (however, this will be appropriately adjusted in theevent of a stock split, gratis allotment of shares, or reverse stock split, etc. for ClassI Preferred Stock) plus the accrued Class I Preferred Dividend equivalent inexchange for acquisition of Class I Preferred Stock. For the purposes of thissubparagraph (2), the words “date of residual asset distribution” and “distributiondate” in the calculation of the accrued Class I Preferred Dividend equivalent set forthin Paragraph 6(3) shall both be read “Acquisition Date” for the calculation of theaccrued Class I Preferred Dividend equivalent.

Provisions for acquisition with Common Stock as consideration(1) Provisions for Acquisition in Exchange for Common Stock
The Company will acquire all Class I Preferred Stock not acquired by the Company
by the final day of the Acquisition Demand Period on the day following the final dayof the Acquisition Demand Period (“Mandatory Acquisition Date”). In thesecircumstances, the Company will, in exchange for acquisition of the Class I Preferred
Stock, deliver to the Class I Preferred Shareholders common stock in a number foundby multiplying the number of Class I Preferred Shares by the amount of ¥5,000
divided 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 Class I Preferred Stock)and dividing that amount by the market value of common stock set forth in (2) below- 39 -

(“Mandatory Acquisition Price”). Any fractional amounts of less than one share ofcommon stock to be delivered in exchange for acquisition Class I Preferred Stockshall be treated as set forth in Article 234 of the Companies Act.
(2)

11.

Mandatory Acquisition Price
The Mandatory Acquisition Price will be an amount equivalent to the average daily
Closing Price (excluding dates on which no Closing Price is calculated) of theCompany’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 the nearest yen). If thiscalculation results in a Mandatory Acquisition Price that is below the Minimum
Acquisition Price, the Mandatory Acquisition Price will be the Minimum
Acquisition Price.

Stock split, reverse split and gratis allotment(1) Split or reverse split
When executing a stock split or reverse split, the Company shall execute at the sametime and the same ratio for both common stock and Class I Preferred Stock.
(2)

Gratis allotment of shares
When performing a gratis allotment of shares, the Company shall perform the gratis
allotment of the relevant class of stock at the same time and the same ratio for bothcommon stock and Class I Preferred Stock.

12.

Amendment, etc. of laws and regulations
The Board of Directors of the Company shall take reasonably necessary measures whensubstitution of wording or other measures for these Terms and Conditions are required asa result of amendments of relevant laws and regulations, etc.

13.

Other
All of the paragraphs above are conditional upon the effectiveness of Licenses and Permits
etc. under various laws and regulations.
End of document- 40 -

3.

Appropriateness of Stipulations concerning the Matters Listed in Article 773, Paragraph (1),Item (v) and (vi) of the Companies Act(1) Matters related to Stock in the Joint Holding Company delivered by the Joint Holding
Company to the shareholders of Both Banks in conjunction with the Share Transfer, andallotment of shares in the Joint Holding Company
In establishing the Joint Holding Company resulting from the Share Transfer, the Two
Banks have determined as follows with respect to the allotment ratios of common stock
and Class I Preferred Stock in the Joint Holding Company to be delivered to the respective
shareholders of the Two Banks (the “Share Transfer Ratio”).
(1) Details of allotment in the Share Transfer (Share Transfer Ratio)
Company Name
The Aomori Bank
The Michinoku Bank
Share Transfer Ratio
1
0.46(Common Stock)
Share Transfer Ratio―
0.46(Class A Preferred Stock)(Note 1) Share allotment ratio
One share of common stock of the Joint Holding Company will be allotted anddelivered for each share of common stock of the Bank and 0.46 shares of common
stock of the Joint Holding Company will be allotted and delivered for each share ofcommon stock of The Michinoku Bank. 0.46 shares of Class I Preferred Stock of the
Joint Holding Company will also be allotted and delivered for each share of Class A
Preferred Stock of The Michinoku Bank. The number of shares constituting one unitof shares of the Joint Holding Company is planned to be 100 shares.
If as a result of the Share Transfer the number of shares of common stock to bedelivered to the shareholders of the Banks is less than one whole share, suchshareholder will be paid an amount corresponding to such fraction of a whole share,in accordance with the provisions of Article 234 of the Companies Act and otherrelated laws and regulations.
The above share transfer ratio may be amended upon discussion by the Banks if there
is an event that has a material adverse effect on the finances or management of the
Bank or The Michinoku Bank, or the existence of such a fact is discovered, etc.
during the period after the Business Integration Agreement is executed until theEffective Date of the Share Transfer.
(Note 2) Number of new shares delivered by the Joint Holding Company
Shares of common stock: 28,659,974
The above number was calculated based on the total number of issued shares of the
Bank as of September 30, 2021 (20,512,161 shares) and the total number of issued
shares of The Michinoku Bank as of September 30, 2021 (18,135,395 shares);provided, however, that because the treasury shares respectively held by the Bankand The Michinoku Bank (however, excluding the treasury shares held as trust assets
in the respective trust accounts of the Bank’s Board Benefit Trust and The
Michinoku Bank Board Incentive Plan; same hereinafter) are all scheduled to becancelled no later than the time immediately preceding the time when the Joint- 41 -

Holding Company acquires all of the issued shares of the Banks (the “Record Time”),
the treasury shares of the Bank as of September 30, 2021 (129,472 shares) and thetreasury shares of The Michinoku Bank as of September 30, 2021 (141,297 shares)
will not be subject to the delivery of new shares. If a shareholder of the Bank or The
Michinoku Bank exercises its right to request purchase of shares, etc., there will bea change in the number of new shares delivered by the Joint Holding Company ifthere has been a change in the number of treasury shares of the Banks as of
September 30, 2021 by the Record Time.
Shares of Class I Preferred Stock: 1,840,000 shares
The above number was calculated based on the total number of issued shares of Class
A Preferred Stock of The Michinoku Bank as of September 30, 2021 (4,000,000
shares).
(Note 3) Handling of shares less than one unit
Shareholders of the Banks who receive allotment of common stock of the Joint
Holding Company constituting less than one unit (100 shares of stock) (“Shares Less
than One Unit”) will not be able to sell the Shares Less than One Unit that they holdon the TSE or other financial instruments exchanges. Shareholders who come to holdsuch Shares Less than One Unit can request the Joint Holding Company to purchase
Shares Less than One Unit that they hold, pursuant to Article 192(1) of theCompanies Act. Pursuant to Article 194(1) of the Companies Act and the provisionsof the articles of incorporation of the Joint Holding Company, they can also request
the Joint Holding Company to sell them shares in a number as to constitute one unit
when combined with the Shares Less than One Unit that they hold.
(2)

Basis and reasons for details of allotment
Pursuant to the Basic Agreement on consideration of the business integration agreed
between the Banks as of May 14, 2021, the Banks established an Integration
Planning Committee and moved forward with discussion and examination in orderto establish the Joint Holding Company by means of a joint share transfer and carryout business integration targeted for April 1, 2022.
As stated below in “(4) Measures to ensure fairness,” in order to ensure the fairnessof consideration for the Share Transfer and fairness of other terms of the Share
Transfer, the Bank respectively appointed Daiwa Securities Co., Ltd. (“Daiwa
Securities”) as it’s third-party calculation agent and Nagashima Ohno & Tsunematsu
as its legal advisor and began examination of the Share Transfer. As a result ofcareful discussion and consideration, referring to the share transfer ratio valuation
report received from its third-party calculation agent, Daiwa Securities, on
November 11, 2021 and advice from its legal advisor Nagashima Ohno &Tsunematsu, and based on the results of due diligence on The Michinoku Bank
conducted by the Bank, etc., the Bank concluded that it is reasonable to carry out the
Share Transfer using the share transfer ratio stated above in “(1) Details of allotmentin the Share Transfer (share transfer ratio).”- 42 -

On the other hand, as stated below in “(4) Measures to ensure fairness,” in order toensure the fairness of consideration for the Share Transfer and fairness of other termsof the Share Transfer, The Michinoku Bank respectively appointed Mizuho
Securities Co., Ltd. (“Mizuho Securities”) as it’s third-party calculation agent andMori Hamada & Matsumoto as its legal advisor and began examination of the Share
Transfer. As a result of careful discussion and consideration, referring to the sharetransfer ratio valuation report received from its third-party calculation agent, Mizuho
Securities, on November 11, 2021 and advice from Mori Hamada & Matsumoto, andbased on the results of due diligence on the Bank conducted by The Michinoku Bank,etc., The Michinoku Bank concluded that it is reasonable to carry out the Share
Transfer using the share transfer ratio stated above in “(1) Details of allotment in the
Share Transfer (share transfer ratio).” With respect to Class A Preferred Stock issued
by The Michinoku Bank, because there is no market value like for The Michinoku
Bank’s common stock, taking into consideration the share transfer ratio for common
stock, the Banks decided that 0.46 shares of Class I Preferred Stock of the Joint
Holding Company will be allotted and delivered for each share of Class A Preferred
Stock, and on that basis, determines that the details of the Class I Preferred Stock
newly issued, allotted, and delivered by the Joint Holding Company would be suchthat the economic value of one share of Class A Preferred Stock, and the economic
value of 0.46 shares of preferred stock newly issued by the Joint Holding Company
would be substantially equal, in accordance with the provisions of the Class A
Preferred Stock issuing guidelines.
As a result of repeated careful negotiations and discussions between the Banks
regarding the share transfer ratio referring to the results of calculations and analysis
by the third-party calculation agents and advice from their legal advisors, based on
the results of due diligence, etc., which the Banks respectively conducted on theother party, comprehensively taking into account factors including the Banks’finances, assets, and future prospects, the Banks ultimately came to the conclusionthat the share transfer ratio stated above in “(1) Details of allotment in the Share
Transfer (share transfer ratio)” is reasonable, and set the share transfer ratio in the
Share Transfer at the meetings of the board of directors of the Banks held on
November 12, 2021 and reached an agreement.
(3)

Matters regarding calculationi.
Names of calculation agents and their relationship with the Banks
The Bank’s financial advisor (third-party calculation agent), Daiwa Securities,
is a calculation agent that is independent from the Bank and The Michinoku
Bank, does not fall under the definition of an affiliated party of the Bank or
The Michinoku Bank, and does not have a material interest regarding theShare Transfer that must be stated. The Michinoku Bank’s financial advisor(third-party calculation agent), Mizuho Securities, is also a calculation agent
independent from the Bank and The Michinoku Bank, does not fall under thedefinition of an affiliated party of the Bank or The Michinoku Bank, andalthough Mizuho Bank, Ltd. (“Mizuho Bank”), which is a Mizuho Group- 43 -

company, is a shareholder of the Bank and The Michinoku Bank, it does nothave a material interest in terms of a conflict of interest with the Bank or The
Michinoku Bank in relation to the Share Transfer. As confirmed by The
Michinoku Bank, according to Mizuho Securities, Mizuho Securities andMizuho Bank have established and implemented appropriate ethical walls
between them in accordance with the applicable laws and regulations, Article
36(2) of the Financial Instruments and Exchange Act (Act No. 25 of 1948, as
amended) and Article 70-4 of the Cabinet Office Order on Financial
Instruments Business, and Mizuho Securities has conducted calculation of theshare transfer ratio to be used in the Share Transfer from a position
independent from Mizuho Bank’s status as a shareholder. Based on facts suchas that appropriate preventive measures against adverse effects have been put
in place between Mizuho Securities and Mizuho Bank, the independence ofMizuho Securities as a third-party calculation agent has been ensured because
The Michinoku Bank and Mizuho Securities conduct transactions with similartransaction terms and conditions as general business partners, and Mizuho
Securities has a track record as a third-party calculation agent in similar deals
in the past, The Michinoku Bank appointed Mizuho Securities as a third-party
calculation agent independent from the Bank and The Michinoku Bank.
ii.

Overview of calculations
In order to achieve fairness in the calculation of the share transfer ratio to be
used for the Share Transfer, the Bank appointed Daiwa Securities as thirdparty calculation agent, and The Michinoku Bank appointed Mizuho
Securities as third-party calculation agent, to calculate and analyze the sharetransfer ratio.
Daiwa Securities calculated the share transfer ratio using a market value
analysis because the Banks are listed on the First Section of the TSE and there
is a market share value and using a dividend discount model analysis (“DDM
Analysis”) which is widely used in valuations of financial institutions utilizinga share value analysis conducted by discounting the current value with theprofits attributable to shareholders after taking into account necessary internal
reserves, etc. necessary to maintain a certain capital structure as the cost ofcapital in order to reflect the valuation of future business activities. The resultsof calculations using each methodology are as stated below. The calculation
ranges of the following share transfer ratios state the number of shares ofcommon stock of the Joint Holding Company allotted for each share ofcommon stock of The Michinoku Bank in the event that one share of common
stock of the Joint Holding Company is allotted for each share of common
stock of the Bank.

- 44 -

Analysis
12Market value analysis
DDM Analysis

Share Transfer Ratio Calculation
Range
0.42–0.45
0.45–0.59

The market value analysis used November 11, 2021 when the share transfer
ratio valuation report was prepared (the “Record Date”) as its basis, andcalculations were carried out based on the closing share price on the record
date and the average closing share prices for the one week period, one month
period, three month period, and six month period until the record date.
When calculating the share transfer ratio, Daiwa Securities in principle usedmaterials and information provided by the Banks and information, etc.
generally disclosed to the public as-is, assumed that all materials andinformation, etc. used for analysis and examination are all accurate andcomplete, and did not independently verify the accuracy and completenessthereof, nor does it bear an obligation to do so. Daiwa Securities has notindependently evaluated, appraised, or assessed all of the assets or liabilities(including, without limitation, financial derivative products, off-the-bookassets and liabilities, and any other contingent liabilities) of the Banks andtheir related companies (meaning “related company” as defined in Article 8(8)of the Ordinance on Terminology, Forms, and Preparation Methods ofFinancial Statements; same hereinafter), including analysis and evaluation ofindividual assets and liabilities, nor has it retained a third-party agent to
conduct evaluation, appraisal, or assessment. Daiwa Securities has assumed
that the respective business reports, financial forecasts and other forwardlooking information provided by the Banks were prepared by the respective
management of the Banks in accordance with reasonable and appropriate
procedures based on the best forecasts and judgment available at the time, andwith the consent of the Bank has relied on the business plans, financial
forecasts and other forward looking information of the Bank and The
Michinoku Bank without independently verifying the accuracy,
reasonableness, or feasibility thereof. The future financial projections of the
Banks that form the basis of calculations do not anticipate a major increase or
decrease in revenue. Daiwa Securities’ calculations assume the financial,economic, market, and other conditions as of November 11, 2021.
Mizuho Securities calculated the share transfer ratio using a market value
analysis because the Banks are listed on the First Section of the TSE and there
is a market share value, using a comparable company analysis because there
are multiple similar listed companies comparable to both of the Banks making
it possible to infer the share value by comparing similar companies, and using
a dividend discount model analysis (“DDM Analysis”) which is widely usedin valuations of financial institutions utilizing a share value analysis
conducted by discounting the current value with the cash flows attributable to- 45 -

shareholders after taking into account necessary internal reserves, etc.
necessary to maintain a certain capital structure as the cost of capital in orderto reflect the valuation of future business activities. The results of calculations
using each methodology are as stated below. The calculation ranges of thefollowing share transfer ratios state the number of shares of common stock of
the Joint Holding Company allotted for each share of common stock of The
Michinoku Bank in the event that one share of common stock of the Joint
Holding Company is allotted for each share of common stock of the Bank.
Method123Market Price Method
Comparable Multiple Valuation Method
DDM Method

Range of Share Transfer Ratios
Calculated
0.42–0.45
0.44–1.02
0.34–0.97

The market value analysis used November 11, 2021 as the record date when
the share transfer ratio valuation report was prepared as its basis, andcalculations were carried out based on the closing share price on the record
date and the average closing share prices for the one month period, threemonth period, and the six month period until the record date.
When calculating the share transfer ratio, Mizuho Securities used information
provided by the Banks and publicly disclosed information, assumed that suchmaterials and information, etc. are all accurate and complete, and did not
independently verify the accuracy and completeness thereof. Mizuho
Securities has not independently evaluated, appraised, or assessed the assets
or liabilities (including contingent liabilities) of the Banks or their relatedcompanies, including analysis and evaluation of individual assets andliabilities, and has not retained a third-party agent to do so. Mizuho Securities’
calculation of the share transfer ratio reflects information and economic
conditions until November 11, 2021, and the financial forecasts (including
profit plans and other information) of the Banks are assumed to have beenreasonably prepared by the management of the Banks based on the best
forecasts and judgment available at the time. The future profit plans of the
Banks which were used by Mizuho Securities as the basis of its calculationsin the DDM Analysis do not foresee any large increase or decrease in revenue.

(4)

Measures to ensure fairness
The Bank has taken the following measures to ensure the fairness of the Share
Transfer.
i.
Acquisition of a share transfer ratio valuation report, etc. from an independent
third-party calculation agent
As stated above in “(2) Basis and reasons for details of allotment, in order toensure the fairness of the Share Transfer,” the Bank appointed Daiwa- 46 -

Securities as a third-party calculation agent, and obtained a share transfer ratio
valuation report to form the basis of agreement on the share transfer ratio usedin the Share Transfer. the Bank carried out negotiations and discussions with
The Michinoku Bank while referring to the analysis and advice of Daiwa
Securities, its third-party calculation agent, and resolved at its meeting of theboard of directors held on November 12, 2021 to carry out the Share Transfer
using the share transfer ratio stated above in “(1) Details of allotment in the
Share Transfer (share transfer ratio).”
The Bank also obtained from Daiwa Securities a written opinion (a fairness
opinion) dated November 11, 2021 to the effect that the share transfer ratio in
the Share Transfer is reasonable for the Bank’s shareholders, from a financial
perspective. Please see Appendix 1 with respect to the important assumptions
etc. regarding Daiwa Securities’ fairness opinion.
ii.

Advice from an independent law firm
In order to ensure the fairness and appropriateness of the decision making of
the board of directors, the Bank received legal advice from Nagashima Ohno
& Tsunematsu, a legal advisor independent from the Banks, regarding theBank’s decision-making methods, process, and other procedures for the Share
Transfer.

On the other hand, The Michinoku Bank has taken the following measures to ensure
the fairness of the Share Transfer.
i.
Acquisition of a share transfer ratio valuation report, etc. from an independent
third-party calculation agent
As stated above in “(2) Basis and reasons for details of allotment, in order toensure the fairness of the Share Transfer,” The Michinoku Bank appointed
Mizuho Securities as a third-party calculation agent, and Mizuho Securities
carried out financial analysis and calculation of the share transfer ratio in the
Share Transfer to be used in negotiation and discussion of the share transfer
ratio. The Michinoku Bank carried out negotiations and discussions with the
Bank while referring to the analysis and advice of Mizuho Securities, its thirdparty calculation agent, and resolved at its meeting of the board of directors
held on November 12 to carry out the Share Transfer using the share transfer
ratio stated above in “(1) Details of allotment in the Share Transfer (sharetransfer ratio).”
The Michinoku Bank also obtained from Mizuho Securities a written opinion(a fairness opinion) dated November 11, 2021 to the effect that the sharetransfer ratio in the Share Transfer is reasonable for The Michinoku Bank’s
shareholders, from a financial perspective. Please see Appendix 2 with respect
to the assumptions and disclaimers regarding Mizuho Securities’ analysis of
the share transfer ratio and written opinion.
(ii)

Advice from an independent law firm

- 47 -

In order to ensure the fairness and appropriateness of the decision-making of
the board of directors, The Michinoku Bank received legal advice from Mori
Hamada & Matsumoto, a legal advisor independent from the Banks, regarding
The Michinoku Bank’s decision-making methods, process, and otherprocedures for the Share Transfer.

- 48 -

Annex 1
Assumptions, etc. of Daiwa Securities’ Fairness Opinion
When submitting a written opinion to the effect that the share transfer ratio (the “Share Transfer
Ratio”) is fair for common shareholders of Aomori Bank from a financial perspective (the“Fairness Opinion”), Daiwa Securities conducted analysis and examination of the Share Transfer
Ratio, but in principle used materials and information provided by Aomori Bank and Michinoku
Bank, and information generally disclosed to the public, as is in such analysis and examination,
assumed that all materials and information used for analysis and examination were accurate andcomplete, did not independently verify the accuracy or completeness of such materials andinformation, and does not bear an obligation to do so. Daiwa Securities has assumed that the
management of Aomori Bank is not in any way aware of facts which would cause the information
provided to Daiwa Securities by each bank or financial or other information that Daiwa Securities
discussed with Aomori Bank to be incomplete or misleading. Daiwa Securities has notindependently evaluated, appraised, or assessed all of the assets or liabilities (including, without
limitation, financial derivative products, off-the-book assets and liabilities, and any othercontingent liabilities) of Aomori Bank, Michinoku Bank, and their related companies, including
analysis and evaluation of individual assets and liabilities, nor has it retained a third-party agent
to conduct evaluation, appraisal, or assessment. With respect to facts regarding Aomori Bank,
Michinoku Bank, and their related companies that may have an effect on the opinion stated in the
Fairness Opinion (including contingent liabilities and litigation, etc.), Daiwa Securities has
assumed that there are no facts that have not been disclosed to it, now or in the future. Daiwa
Securities has not conducted any assessment whatsoever regarding the payment capacity or credit
standing of Aomori Bank, Michinoku Bank, or their related companies under any applicable laws
or regulations regarding bankruptcy, inability to pay debts, or similar matters. Daiwa Securities
has not conducted an on-site inspection of any property or facility of Aomori Bank, Michinoku
Bank, or their related companies, and does not bear an obligation to do so. Aomori Bank’s legal,
accounting, and tax advisors have respectively conducted due diligence on Michinoku Bank
regarding the matters, and in the scope, agreed in advance with Aomori Bank, and Daiwa
Securities has not independently verified the subject matter or scope of such due diligence, nordoes it bear an obligation to do so.
When providing the opinion stated in the Fairness Opinion, Daiwa Securities assumed that thebusiness plans, financial forecasts, and other forward-looking information of Aomori Bank andMichinoku Bank was prepared by the respective management of Aomori Bank and Michinoku
Bank based on the best forecasts and judgment at the time, using reasonable and appropriate
procedures, and with the consent of Aomori Bank, Daiwa Securities has relied on suchinformation without independently verifying it. Daiwa Securities has assumed that all of theassumptions in the preparation of such business reports and financial forecasts, including
Michinoku Bank’s Class A Preferred Stock repayment plan, are accurate and feasible, has notindependently verified the accuracy and feasibility thereof, and does not bear an obligation to doso.
Daiwa Securities has assumed that the Share Transfer Plan without any changes from the draft
share transfer plan pertaining to the Share Transfer examined by Daiwa Securities (the “Draft
Share Transfer Plan”) that may affect the Share Transfer Ratio will be legally and effectively- 49 -

approved by the general meetings of shareholders of Aomori Bank and Michinoku Bank and thatthe Business Integration Agreement with substantially the same content as the draft businessintegration agreement pertaining to the Share Transfer examined by Daiwa Securities (the “Draft
Business Integration Agreement”) will be legally and effectively executed between Aomori Bankand Michinoku Bank, that the Share Transfer will be implemented legally and effectively inaccordance with the terms and conditions stated in the Share Transfer Plan and the Business
Integration Agreement, and that the Share Transfer will be completed in accordance with theterms and conditions of the Share Transfer Plan and the Business Integration Agreement without
waiver, revision, or amendment of the material terms and conditions or agreed matters stated in
the Share Transfer Plan and the Business Integration Agreement. Daiwa Securities has assumed
that the Share Transfer will be executed legally and effectively, that the tax effect of the Share
Transfer is achieved without any deviation from the anticipated effect presented by the Banks,that all government, regulatory authority, and other consents or approvals necessary to implement
the Share Transfer will be acquired without any prejudice whatsoever to the expected benefits of
the Share Transfer, and Daiwa Securities bears no obligation to independently investigate thesematters. Aomori Bank has not requested Daiwa Securities to examine the decision making relating
to implementation of the Share Transfer or to a carry out a comparative assessment of the Share
Transfer and other strategic options, and Daiwa Securities has not conducted such an examination.
Daiwa Securities is not a legal, accounting, or tax expert, has not conducted independent analysis
or examination of the legality and validity, or the reasonableness of accounting or tax treatment,of any matter relating to the Share Transfer, and bears no obligation to do so.
In addition to fees that have already been received, Daiwa Securities plans to receive fees,
including fees conditioned on success of the Share Transfer, from Aomori Bank as consideration
for advisory services in relation to this matter. Aomori Bank has agreed to indemnify Daiwa
Securities for certain liabilities that Daiwa Securities may incur in connection with the advisory
services relating to this matter. Daiwa Securities has been partially involved in the preparation of
the Draft Share Transfer Plan and the Draft Business Integration Agreement and othernegotiations regarding the Share Transfer, and provided advice, but was not involved in thedecision-making process for the Draft Share Transfer Plan and the Draft Business Integration
Agreement.
The Daiwa Securities Group that is structured around Daiwa Securities’ parent company,
Daiwa Securities Group Inc., conducts investment and financial services business with a focus on
securities-related business as its core businesses, and may in the past, currently, or in the future,
have provided or provide investment and financial services including securities-related services
to Aomori Bank, Michinoku Bank, or their related companies for consideration and may provide
the same in the future. Aomori Bank understands that Daiwa Securities or its related companies
currently provide or may in the future provide services to Michinoku Bank or its relatedcompanies for which fees are paid, in matters other than this transaction, and approves suchprovision of services in advance without objection. Daiwa Securities and its related companies
may trade or hold, on its own account or on customer accounts, financial products, including
securities and financial derivative products, of Aomori Bank, Michinoku Bank, or their relatedcompanies.
Daiwa Securities prepared the Fairness Opinion solely for the purpose of provision to the boardof directors of Aomori Bank as reference material in order for Aomori Bank to examine the Share- 50 -

Transfer Ratio, at the request of Aomori Bank (the “Fairness Opinion Purpose”). Therefore,
Daiwa Securities shall bear no liability whatsoever for any damage that may be incurred due toor in connection with the use of the Fairness Opinion for a purpose other than the Fairness Opinion
Purpose. Aomori Bank may not disclose the Fairness Opinion, transmit it to a third party, allow
a third party to refer to it, or allow it to be used for a third party (collectively, “Disclosure”),
without the prior written consent of Daiwa Securities. Even if Aomori Bank makes Disclosure
with the prior consent of Daiwa Securities, Aomori Bank shall bear sole liability, and therefore
Daiwa Securities shall bear no liability. Daiwa Securities shall not bear any liability whatsoever
to any third party other than Aomori Bank due or in relation to the content of the Fairness Opinion
or the Share Transfer. Daiwa Securities’ opinion stated in the Fairness Opinion makes norecommendation to or solicitation of Aomori Bank’s common shareholders whatsoever withrespect to the exercise of shareholder rights such as voting rights in relation to the Share Transfer(including dissenting shareholders’ right to demand purchase), sale or purchase of Aomori Bank
stock, or any other related matter.
In the Fairness Opinion, Daiwa Securities only states an opinion as to whether the Share
Transfer Ratio is fair for Aomori Bank’s shareholders from a financial perspective, and Daiwa
Securities was not requested for an opinion, and has not stated an opinion, on whether it is fair
for third parties other than Aomori Bank’s shareholders or other matters. In the Fairness Opinion,
Daiwa Securities states no opinion with respect to the facts or assumptions that are the basis of
the determination of the Share Transfer Ratio, or on Aomori Bank’s decision-making in relation
to the Share Transfer. Furthermore, in the Fairness Opinion, Daiwa Securities states no opinion
whatsoever regarding the value of the common stock and preferred stock of Aomori Bank,
Michinoku Bank, or their related companies traded on or after the date of the Fairness Opinion.
Daiwa Securities does not state an opinion with respect to whether the amount or nature of
remuneration planned to be received by any officer, director, employee, or similar party
associated with the Share Transfer is fair in relation to the Share Transfer Ratio.
Daiwa Securities’ opinion stated in the Fairness Opinion assumes the financial, economic,
market, and other conditions as of the date of the Fairness Opinion and relies on information that
could be obtained by Daiwa Securities by such date, but because there are restrictions on thematerials and information that can be obtained, the materials and information used to examine theShare Transfer Ratio include materials and information from a time other than such date. Daiwa
Securities’ opinion stated in the Fairness Opinion may be affected by changes in conditions going
forward, but Daiwa Securities bears no obligation whatsoever to revise, amend, renew,
supplement, or reconfirm such opinion.

- 51 -

Annex 2
Assumptions, etc. of Mizuho Securities’ Fairness Opinion
On November 11, 2021, Mizuho Securities submitted a written opinion to the effect that the
Share Transfer Ratio agreed between Aomori Bank and Michinoku Bank is reasonable forMichinoku Bank’s shareholders from a financial perspective (the “Opinion”). The Opinion isbased on the following assumptions.
When expressing its opinion in the Opinion, Mizuho Securities relied on the fact, and assumed,that all publicly disclosed information that was examined by Mizuho Securities and all
information provided to Mizuho Securities by each bank, or financial and other information that
Mizuho Securities discussed with each bank, that was substantially the basis for the analysis in
the Opinion (the “Information”) is accurate and complete. Mizuho Securities has notindependently verified the accuracy or completeness of the Information, nor does it bear an
obligation for independently verifying it. Therefore, the conclusions expressed in the Opinion
may differ in the event that there is a material error in the Information, if there are undisclosed
facts or circumstances at the time that the Opinion was delivered, or facts or circumstances arise
after the Opinion is delivered (including latent facts at the time that the Opinion was deliveredthat became apparent thereafter). Mizuho Securities has assumed that the management ofMichinoku Bank is not in any way aware of facts which would cause the information provided toMizuho Securities by each bank or financial or other information that Mizuho Securities discussedwith Michinoku Bank to be incomplete or misleading.
The financial forecasts and other forward-looking information (including expected future
revenue and expenses, cost reduction outlooks, and the business plans of both banks) received by
Mizuho Securities are assumed to have been reasonably prepared and created by the managementof each bank based on the best forecasts and judgment currently obtainable regarding theoperating results and financial condition of each bank and each bank’s related companies. Mizuho
Securities has relied on such financial forecasts and business plans without independently
verifying the feasibility thereof and expresses no opinion whatsoever regarding any analysis orforecast referred to in the Opinion, or any assumption based thereon. With respect to the synergies
for the Banks from the Share Transfer, Mizuho Securities is not aware of any matter that can bequantitively assessed that may have a material effect on the opinions expressed at the time that
the Opinion was submitted, and they are not incorporated in the examination in the Opinion.
When preparing the Opinion, with the consent of Michinoku Bank, Mizuho Securities has usedassumptions it believes to be reasonable and appropriate with respect to information requested by
Mizuho Securities that was not provided or disclosed by each bank, that was provided or disclosed,
but has an undetermined effect on the share value of each bank, or was not able to be used as abasis for assessment by Mizuho Securities even by some other method. The results of assessment
may differ if it becomes apparent that such assumptions by Mizuho Securities differ from thefacts in a material respect.
Mizuho Securities has assumed that the Share Transfer is a non-taxable transaction for the
Banks under Japan’s Corporation Tax Act and that other tax-related matters in relation to the
Share Transfer do not affect the Share Transfer Ratio. Without conducting independent
verification, Mizuho Securities has assumed that the Share Transfer will be completed in a timely
manner, that all material government or regulatory or other authority consents and approvals- 52 -

(irrespective of whether pursuant to laws, regulations, or agreements) necessary to complete theShare Transfer can be obtained without having any adverse effect whatsoever on the Banks or the
benefits expected from the Share Transfer, that the content of such consents and approvals has noeffect on the Share Transfer Ratio, and that, other than those disclosed by each bank, if eitherbank has an order, measure, or other disposition issued or imposed by a regulatory or otherauthority, it currently has no effect, or will have no effect in the future, on each bank’s future
results. Mizuho Securities is not a legal, regulatory, or tax expert, and has relied on theassessments conducted by the Banks’ outside experts with respect to such matters.
Mizuho Securities has not independently assessed or appraised the assets and liabilities(including derivatives transactions, off-the-book assets and liabilities, and other contingent
liabilities) or allowances of each bank or their related companies, has not conducted analysis of
the reasonableness of the accounting or tax evaluation amount or the appropriateness ofaccounting treatment or tax treatment, and has not independently had a third party, or requested
a third party, to provide any assessment, appraisal, or analysis whatsoever. Mizuho Securities
bears no obligation to inspect the property or facilities of each of the banks or their relatedcompanies, and has not carried out assessment of the shareholder capital or payment capacity ofeach bank or their related companies based on laws regarding insolvency, bankruptcy, etc.
Mizuho Securities has assumed that neither bank, nor their related companies, have in the pastentered into or will not in the future enter into, any contract, agreement, or other instrument
whatsoever that would have a material effect on the Share Transfer Ratio, that they have not madeor will not in the future made, a decision to do so, and that that implementing the Share Transfer
will not in future constitute a breach of such a material agreement binding upon either bank or
their related companies as parties and will not give rise to a right to cancel such material
agreement or right to declare default or seek remedy under such agreement. Other than disclosuresin the Information, Mizuho Securities has assumed that there are no contingent liabilities relating
to litigation, dispute, or the like, or off-the-book liabilities relating to tax or intellectual property
rights, etc., all of which involve each bank or their related companies, and that the amount of
insurance coverage is sufficient for the business operations relating to the business of each bank.
The Opinion assumes financial, economic, market, and other circumstances that exist and canbe assessed as of the date of the Opinion, and relies on information that Mizuho Securities has
obtained as of the date of the Opinion. With respect to information that Mizuho Securities has
obtained as of the date of the Opinion and facts potentially included in such information,
information and facts for which the effect on the share value of each bank is not necessarily
apparent as of the date of the Opinion have been excluded from the scope of examination. Mizuho
Securities has also assumed that there are no technical innovations or other phenomena that may
have a significant effect on the business or financial, etc. outlook currently anticipated by eachbank. Therefore, if there is a change in or effect on the facts that are basis of the assumptions of
the examination in the Opinion on or after the date of the Opinion, or it becomes apparent that
there is an effect on the share value due to the discovery of a potential fact as discussed above,etc., it may have an effect on Mizuho Securities’ opinion. However, Mizuho Securities will bearno responsibility whatsoever to amend, renew, supplement, or reconfirm the Opinion.
Mizuho Securities plans to receive a fee (including a success fee conditioned on completion of
the Share Transfer) as consideration for services as Michinoku Bank’s financial advisor in relation
to the Share Transfer. Mizuho Securities and its related companies have in the past received fees

- 53 -

from the Banks and their related companies as consideration for the provision of services relating
to financial advice and financing, etc. Michinoku Bank agrees to indemnify Mizuho Securities
for certain obligations incurred by Mizuho Securities due to its involvement, including those inrelation to the submission of the Opinion. In the course of ordinary business or in connection with
the Share Transfer, Mizuho Securities and the banks in the Mizuho Financial Group of which
Mizuho Securities is a member may underwrite, hold, or sell on their own account or customer
accounts all types of financial products, including certain shares, bonds, and other financial
instruments issued by either of the Banks or their related companies, and may from time-to-timehold positions in such financial instruments and may carry out derivatives transactions regarding
either of the Banks, their related companies, or all types of financial instruments issued by suchcompanies. Mizuho Securities and the banks in the Mizuho Financial Group of which Mizuho
Securities is a member may have a loan or other business relationship with either of the Banks ortheir related companies in the ordinary course of business or in connection with the Share Transfer,and may receive consideration for such acts.
Mizuho Securities, as a Michinoku Bank’s third-party calculation agent, is a calculation agent
that is independent from the Banks, and does not fall under the definition of an affiliated party of
the Banks. While Mizuho Bank which is a group company of Mizuho Securities is a shareholderof the Banks, Mizuho Securities and Mizuho Bank have established and implemented appropriate
compliance systems for controlling conflict of interests such as fire-walls between them inaccordance with the applicable laws and regulations under Article 36(2) of the Financial
Instruments and Exchange Act (Act No. 25 of 1948, as amended) and Article 70-4 of the Cabinet
Office Order on Financial Instruments Business, and Mizuho Securities has conducted calculationof the Share Transfer Ratio from a position independent from Mizuho Bank’s status as ashareholder.
Mizuho Securities was not requested to submit an opinion regarding Michinoku Bank’s
management decision-making on which proceeding with, or implementing, the Share Transfer
are based, and Mizuho Securities’ opinion does not address such matters in any respectwhatsoever. The Share Transfer Ratio was determined through negotiations between the Banks
and approved by Michinoku Bank’s board of directors, and Mizuho Securities’ opinion was justone of many factors considered when Michinoku Bank examined the Share Transfer. Therefore,
it cannot be viewed as a deciding factor for the board of directors of Michinoku Bank with respect
to the Share Transfer and the Share Transfer Ratio. Mizuho Securities was not requested to submit
nor express, an opinion regarding transactions other than the Share Transfer or the relative meritsof the Share Transfer and other transactions. Mizuho Securities does not bear an obligation toMichinoku Bank or Michinoku Bank’s board of directors to solicit the interest of third parties
regarding the Share Transfer, and has not conducted such solicitation.
Mizuho Securities’ opinion is limited to whether the Share Transfer Ratio is reasonable for thecommon shareholders of Michinoku Bank from a financial perspective as of the date of theOpinion, and does not express an opinion regarding the reasonableness of the Share Transfer
Ratio for other classes of security holders, creditors, or other related parties of Michinoku Bank.
The Opinion does not express an opinion regarding how common shareholders of Michinoku
Bank should exercise their voting rights or otherwise act in relation to the Share Transfer either.
Mizuho Securities has not expressed an opinion regarding the various terms and conditions of the
Share Transfer (excluding the Share Transfer Ratio), including the form or structure, etc. of the- 54 -

Share Transfer, and has not expressed an opinion regarding the amount or nature of remuneration,or reasonableness of such remuneration, to any director, executive officer, employee, or party
equivalent thereto of the Banks, in connection with the Share Transfer.

- 55 -

(2)Matters concerning the capital and reserves of the Joint Holding Company
In the establishment of the Joint Holding Company resulting from the Share Transfer, theBanks have determined the following capital and reserves for the Joint Holding Company.
(1) Amount of capital¥20,000,000,000(2) Amount of capital reserve¥5,000,000,000(3) Amount of retained earnings reserve¥0
The Banks consulted on the capital and reserves after comprehensively studying andaccounting for the size of the Joint Holding Company and other circumstances, and determined
capital and reserves within the scope provided for in Article 52 of the Regulations on Company
Accounting.

4. Matters Concerning The Michinoku Bank
(1) Content of financial statements, etc. for the most recent business year (ended March 2021)
As noted in “Reference Documents for the Extraordinary General Meeting of Shareholders —Supplementary Volume (pp. 1–38).” Information concerning the following matters is noted on
the Bank’s website (https://www.a-bank.co.jp/) on the Internet in accordance with laws,
regulations, and Article 16 of the Bank’s Articles of Incorporation, and is therefore not notedin the Extraordinary General Meeting of Shareholders Reference Documents.
(i) Notes to Non-consolidated Financial Statements(ii) Notes to Consolidated Financial Statements(2)

Description of events with material impact on the Company’s assets occurring after the endof the final business year
Not applicable

5.

Events Having a Material Impact on the Bank’s Assets Occurring after the End of the Final
Business Year
Not applicable

6.

Matters Pursuant to Article 74 of the Regulation for Enforcement of the Companies Act
Concerning Persons Becoming Directors (Excluding Directors Who Are Audit andSupervisory Committee Members) of the Joint Holding Company
The directors of the Joint Holding Company (excluding Audit and Supervisory Committee
members) will be as follows.

- 56 -

Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties

April 1978
June 2008(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

Joined The Aomori Bank, Ltd.
Executive Officer / General
Manager, Credit Supervision
Division
June
2010
Executive Officer / General
Susumu Narita(1)
6,320 shares
Manager, Hirosaki Branch
0 shares
April 2011
Executive Officer / Hirosaki (2)(3) Common stock(Date of birth: September
Area Supervisor
6,320 shares27, 1954)
June 2011
Managing Director
June 2014
Senior Managing Director
April 2015
Director / President (current
position)
In charge of Auditing Division
Reasons for nomination as director candidate
Mr. Susumu Narita possesses a wealth of practical experience at the Bank and expert knowledge throughinvolvement in corporate sales planning and credit management services, etc. He has provided leadershipfor many years since appointment as the representative director of the Bank in June 2014 and has guided
the Bank to sustainable growth and higher enterprise value.
He has become a director candidate because it is assessed that he can be expected to continue tocontribute to the growth of the Joint Holding Company and improvement of enterprise value and that hecan be expected to increase the effectiveness of the decision-making and supervisory functions.

- 57 -

Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties

April 1990

(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

Joined The Michinoku Bank,
Ltd.
April 2007
General Manager, Management
Planning Division
April 2010
General Manager, Furukawa
BranchApril 2012
General Manager, Human
Resources Division
April 2015
Executive Officer, Director of
Business
Promotion (1)0 sharesTakayuki Fujisawa
Headquarters, and General (2) Common stock
Manager,
Sales
Strategy
2,200 shares(Date of birth: August 26,(3) Common stock
Division
1966)
1,012 shares
June 2016
Managing Executive Officer,
Director of Business Promotion
Headquarters, and General
Manager of Sales Strategy
Division
April 2017
Senior Managing Executive
Officer and Director of
Business
Promotion
Headquarters
June 2018
President (current position)
Reasons for nomination as director candidate
Mr. Takayuki Fujisawa possesses a wealth of practical experience and expert knowledge throughinvolvement in business planning, human resources, and sales promotion, etc. at The Michinoku Bank.
He has provided leadership since appointment as representative director of The Michinoku Bank in June
2018, guiding it to sustainable growth and higher enterprise value.
He has become a director candidate because it is assessed that he can be expected to continue tocontribute to the growth of the Joint Holding Company and improvement of enterprise value and that hecan be expected to increase the effectiveness of the decision-making and supervisory functions.

- 58 -

Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties

April 1985

(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

Joined The Michinoku Bank,
Ltd.
June 2004
General Manager, Tonyamachi
BranchDecember 2005 General Manager, Credit
Management Division
March 2006 Executive Officer and General
Manager, Credit Division
March 2007 Executive Officer and General
Manager, Head Office Sales
Division
April
2010
Managing Executive Officer(1)
0 shares
Tsutomu Inaniwa
June 2010
DirectorandManaging (2) Common stock
Executive Officer
900 shares(Date of birth: April 10, April 2015
Director, Managing Executive (3) Common stock1961)
414 shares
Officer and General Manager,
Human Resources Division
April 2016
DirectorandManaging
Executive Officer
June 2016
Managing Executive Officer
April 2017
Senior Executive Officer
June 2020
Director and Senior Executive
Officer (current position)
Responsible for the Credit
Division, Market Finance
Division,and
Systems
Management Division
Reasons for nomination as director candidate
Mr. Tsutomu Inaniwa has of a broad range of practical experience through involvement in businessplanning, business management, personnel and general affairs, credit review, and sales promotion, etc. at
The Michinoku Bank. Currently he supervises the credit supervision, market finance, and systems
divisions, providing leadership across the entire range of banking operations.
He has become a director candidate because it is assessed that he can be expected to continue tocontribute to the growth of the Joint Holding Company and improvement of enterprise value and that hecan be expected to increase the effectiveness of the decision-making and supervisory functions.

- 59 -

Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

April 1984
June 2005

Keitaro Ishikawa(Date of birth: April 26,
1961)

Joined the Bank
General Manager, Ominato
BranchJune 2008
General Manager, Minato
BranchNovember 2009 General Manager, Minato
Branch and Honcho Branch
April 2010
General Manager, Personnel
Division
April 2011
General Manager, General
Planning Division
June 2013
General Manager, Head Office
June 2014
Executive Officer / General
Manager, Head Office
June 2015
Executive Officer / General
Manager,Business(1)2,160 shares
Administration Division(2)
0 shares
June 2016
Director / Executive General(3) Common stock
Manager,
Regional
2,160 shares
Headquarters (Hirosaki Area)
June 2018
Managing Executive Officer /Executive General Manager,
Regional
Headquarters(Hirosaki Area)
June 2019
Director / Managing Executive
OfficerJune 2021
Director and Senior Managing
Executive Officer (current
position)In
chargeofBusiness
Administration
Division,
Business Promotion Division,
andBusiness
Partnering
Division

Reasons for nomination as director candidate
Mr. Keitaro Ishikawa has of a broad range of practical experience through involvement in businessplanning, retail sales planning, and human resources, etc. at the Bank. He is currently responsible foroverall management of the Sales Planning Division, providing leadership in the formulation of new sales
strategies.
He has become a director candidate because it is assessed that he can be expected to continue tocontribute to the growth of the Joint Holding Company and improvement of enterprise value and that hecan be expected to increase the effectiveness of the decision-making and supervisory functions.

- 60 -

Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties

April 1985
April 2009

(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

Joined The Aomori Bank, Ltd.
General Manager, Shiroshita
BranchJune 2011
General Manager, Sendai
BranchOctober 2012 General Manager, Corporate
Sales Department
June 2015
GeneralManager,
Credit(1)2,000 shares
Tsuyoshi Tamura
Supervision Department(2)
June 2016
Executive Officer and General (3) Common stock 0 shares(Date of birth: September
Manager, Credit Supervision
2,000 shares
22, 1962)
Division
June 2018
Managing Executive Officer(current position)
Responsible for the Risk
Management Division, Human
Resources Division, Systems
Division, and Administrative
Division
Reasons for nomination as director candidate
Mr. Tsuyoshi Tamura has a wealth of practical experience through involvement in corporate sales
planning and credit management, etc. at the Bank. Most recently, he has managed the Risk Management
Division and Systems Division and provided leadership for the strengthening of risk management andimplementation of DX.
He has become a director candidate because it is judged that, through these experiences and insights,
he will contribute to the growth of the Joint Holding Company and improvement of enterprise value andhe can be expected to increase the effectiveness of the decision-making and supervisory functions of theBoard of Directors.

- 61 -

Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties

April 1986
July 2009(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

Joined The Aomori Bank, Ltd.
General Manager, NamidateDori Branch
April 2011
General Manager, Misawa
BranchJune 2013
General Manager, Personnel(1)1,900 shares
Yo Mori
Division(2)
June 2015
General Manager, Head Office (3) Common stock 0 shares(Date of birth: December June 2017
Executive Officer and General
1,900 shares6, 1963)
Manager, Head Office
June 2019
Managing Executive Officer /Executive General Manager,
Regional
Headquarters(AomoriArea)(current
position)
Reasons for nomination as director candidate
Mr. Yo Mori has a wealth of practical experience through the management of three sales offices andinvolvement in human resources, etc. at the Bank. Most recently he serves as the manager of a district sales
division, where he has provided leadership in the management of the district.
He has become a director candidate because it is judged that, through these experiences and insights, hewill contribute to the growth of the Joint Holding Company and improvement of enterprise value and hecan be expected to increase the effectiveness of the decision-making and supervisory functions of the Boardof Directors.

- 62 -

Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties

April 1989
April 2010

(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

Joined The Aomori Bank, Ltd.
General Manager, Ominato
BranchOctober 2012 General Manager, Sendai
Branch(1)1,500 shares
Motomi Shiratori
June 2015
Head of the Corporate Sales (2)0 shares(3) Common stock
Department(Date of birth: January 1,
1,500 shares
July 2017
General Manager, Hirosaki
1967)
BranchJune 2019
Executive Officer and General
Manager, Head Office (current
position)
Reasons for nomination as director candidate
Mr. Motomi Shiratori has a wealth of practical experience through the management of four sales
offices and involvement in corporate sales planning, etc. at the Bank. Most recently he serves as the
manager of the Head Office Sales Division where he is instrumental in the management of branch offices
and districts.
He has become a director candidate because it is judged that, through these experiences and insights,
he will contribute to the growth of the Joint Holding Company and improvement of enterprise value andhe can be expected to increase the effectiveness of the decision-making and supervisory functions of theBoard of Directors.

- 63 -

Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties

April 1992

(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

Joined The Michinoku Bank,Ltd.
March 2008 General
Manager,
Sales
Management Division
April 2008
GeneralManager,
Sales
Development Division
April 2012
General Manager, Furukawa
BranchApril 2015
General Manager, Management (1)0 sharesShinji Suto
Planning Division(2) Common stock
April 2017
Executive Officer and Head of
1,500 shares(Date of birth: July 30,
Management Planning Division (3) Common stock
690 shares
1969)
April 2018
Managing Executive Officer
April 2019
SeniorExecutive
Officer(current position)
Responsible for Management
Planning Division, Personnel
and General Affairs Division,
Risk Management Division,and Office for Preparation for
Business Integration
Reasons for nomination as director candidate
Mr. Shinji Suto has a wealth of practical experience through involvement in business planning,business management, personnel and general affairs, and sales promotion, etc. at The Michinoku Bank.
He most recently serves as the manager of the Business Planning Division where he provides leadershipin all aspects of The Michinoku Bank’s business strategy, business improvement, and generalmanagement.
He has become a director candidate because it is judged that, through these experiences and insights,
he will contribute to the growth of the Joint Holding Company and improvement of enterprise value andhe can be expected to increase the effectiveness of the decision-making and supervisory functions of theBoard of Directors.

- 64 -

Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties

April 1974
July 1979
June 1981(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

Joined the Ministry of FinanceDirector, Sanjo Tax OfficeDirector,
Economics
Department, Agriculture andForestry Division, Aomori
Prefectural Government
April 1982
Director,
FiscalPolicyDepartment, General Affairs
Division, Aomori Prefectural
Government
July 1997
Director, Corporate Finance
Department, Securities Bureau,
Ministry of FinanceJuly 2002
Councilor,
Planning
andCoordination Bureau, Financial
Services Agency
Katsunori Mikuniya
July 2004
General Councilor, Financial
Services Agency(Date of birth: April 25,(1)
0 shares
August 2005 Director General, Planning and (2)1951)
0 shares0 shares
Coordination Bureau, Financial (3)External
Services
AgencyIndependent Officer
July 2008
Director General, Supervisory
Bureau, Financial Services
AgencyJuly 2009
Commissioner,
Financial
Services Agency
October 2011 Counselor, Nitori Holdings Co.,Ltd.
April 2012
Professor, University of Tokyo(Policy Vision ResearchCenter)March 2015 Chair,
DepositInsurance
Corporation of Japan
October 2017 Chair, International Associationof Deposit Insurers (IADI)
April 2021
Counselor, Open House Co.,
Ltd. (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 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.
He has become an outside director candidate because it is judged that, through these experiences andinsights, he will contribute to the growth of the Joint Holding Company and improvement of enterprisevalue and he can be expected to increase the effectiveness of the decision-making and supervisory
functions of the Board of Directors.

- 65 -

Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties

April 1980

(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

Joined Fuji Bank, Ltd. (nowMizuho Bank, Ltd.)March 2006 Manager, Kabutocho Corporate
BankingandSecurities
Business Department, Mizuho
Corporate Bank, Ltd. (nowMizuho Bank, Ltd.)
April 2008
Manager, Payments Sales
Division
April 2009
Executive
OfficerandKazunari Higuchi
Manager, Operations Auditing
Department
April
2010
Counselor, Mizuho Research(Date of birth: January 3,
0 shares
Institute Ltd. (now Mizuho (1)1957)
0 sharesResearch & Technologies, Ltd.) (2)(3)
0 shares
External
May 2010
Managing Executive Officer
Independent Officer
May 2011
President and Representative
Director, UC Card Co., Ltd.
May 2011
Director, Qubitous Co., Ltd.
(now Credit Saison Co., Ltd.)
April 2016
Counselor, UC Card Co., Ltd.
June 2016
Full-Time Auditor, Taiyo
Nippon Sanso Corp. (nowNippon Sanso Holdings Corp.)
June 2020
Outside Director, Kureha Corp.
(current position)
June 2020
Director, The Michinoku Bank,
Ltd. (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 andfinancial practice through service as an officer at a large bank and representative director of a major
credit card company. He was appointed outside director of The Michinoku Bank in 2020, and continues
to appropriately discharge duties and responsibilities.
He has become an outside director candidate because he can be expected to continue to contribute to
the growth of the Joint Holding Company and improvement of enterprise value and he can be expected toincrease the effectiveness of the decision-making and supervisory functions.

- 66 -

(Notes) 1.

2.
3.
4.

5.

6.

7.

The numbers of shares of the Bank and Aomori Bank owned are stated based on ownership status as of September 30,
2021, and the number of shares of the Joint Holding Company to be allotted is stated based on this ownership status,
taking into account the share transfer ratio. Therefore, the number of shares of the Joint Holding Company actually
allocated may change depending on the ownership status immediately prior to the establishment date of the Joint
Holding Company.
There are no particular interests between the candidates and either the Bank or The Aomori Bank, nor are there
anticipated to be any particular interests between the candidates and the Joint Holding Company.
Mr. Katsunori Mikuniya and Mr. Kazunari Higuchi are outside director candidates.
If Mr. Katsunori Mikuniya and Mr. Kazunari Higuchi are appointed outside directors, the Joint Holding Company
intends to notify the Tokyo Stock Exchange that both are independent officers with no potential for conflicts of interest
with ordinary shareholders.
Liability limitation agreements with director candidates
If Mr. Katsunori Mikuniya and Mr. Kazunari Higuchi are appointed and assume office as outside directors, the Joint
Holding Company intends to execute agreements with them limiting liability for compensation as set forth in Article
423, paragraph (1) of the Companies Act under the provisions of Article 427, paragraph (1)1 of the Companies Act.
These agreements will limit liability for compensation to the minimum liability ceiling set forth in Article 425,
paragraph (1) of the Act.
Officer, etc. liability insurance agreements with director candidates
The Joint Holding Company intends to execute with an insurance company officer, etc. liability insurance agreements
as set forth in Article 430–3, paragraph (1) of the Companies Act and is it planned that individual candidates for
directorships will, having been appointed and assumed office as directors, be the insured under those agreements.
Below is an overview of the officer, etc. liability insurance agreement.
 All premiums are to be borne by the Joint Holding Company.
 The insurance policy covers damages incurred as a result of compensatory damages awards and litigation expenses
incurred by the insureds as officers etc. with respect to the execution of their duties. However, there are someindemnity events, for example, there is no coverage of damages resulting from actions that the insured committed
knowing they were violations of laws or regulations.
Mr. Kazunari Higuchi currently serves as an outside director of The Michinoku Bank, and if Proposal No. 1 is approved,
he will resign as a director of The Michinoku Bank on the day prior to the effective date of the Share Transfer(scheduled for March 31, 2022) and will be appointed outside director who is not a member of the Audit andSupervisory Committee of the Joint Holding Company on the effective date of the Share Transfer (scheduled for April
1 of that year).

- 67 -

7.

Matters Stipulated in Article 74–3 of the Regulation for Enforcement of the Companies Act
for Persons Who Will Be Directors Who Are Audit and Supervisory Committee Members of
the Joint Holding Company
The directors of the Joint Holding Company who are Audit and Supervisory Committee
members will be as follows.

Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties

April 1986
April 2012

(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

Joined The Aomori Bank, Ltd.
GeneralManager,
Yanagimachidori Branch
June 2013
General Manager, Treasury andInternational Division
June 2017
GeneralManager,Tokyo(1)1,700 shares
Akira Nakagawa
Branch(2)June 2018
Executive Officer and General (3) Common stock 0 shares(Date of birth: January 19,
Manager, Tokyo Branch
1,700 shares
1964)
June 2019
Executive Officer and General
Manager, Corporate Support
Division
June 2020
Director and member of the
Audit
and
Supervisory
Committee (current position)
Reasons for nomination as director candidate
Mr. Akira Nakagawa has a wealth of practical experience through service as a manager of two branch
offices and involvement in the Markets Division and corporate sales planning at the Bank. Appointed
director and member of the Audit and Supervisory Committee in June 2020, and continues toappropriately discharge his duties and responsibilities.
He has become a director candidate because he can be expected to contribute to more effective
decision-making and supervisory functions in the Board of Directors of the Joint Holding Company.

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Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties

April 1982

(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

Joined Nikko Securities Co.,Ltd.
December 1998 Sales Planning General
ManagerMarch 2001 General
Manger, Product
Planning Department
March 2002 Executive
OfficerandManager, Joint Head Office,Financial Instruments Division
Masashi Iwakigawa
February 2005 Managing Director(Date of birth: May 26, February 2006 Senior Managing Director(1)
0 sharesFebruary 2007 Executive Director, Nikko (2)1959)
0 shares0 shares
Cordial Securities, Inc. (now (3)External
SMBC Nikko Securities Inc.)
Independent Officer
April 2015
Vice
President
andRepresentative Director, SMBC
Nikko Securities Inc.
March 2018 Executive Vice President
June 2019
Representative Director andExecutive Vice President
March 2020 Counselor
August 2020 Executive Officer, Hurex k.k.
October 2021 Counselor (current position)
Reason for nomination as candidate for outside director and expected role
Mr. Masashi Iwakigawa has a wealth of experience and broad insights into the financial services area
through experience as the representative director of a major securities company, etc., and as a native of
Aomori Prefecture has a deep understanding of the region.
He has become an outside director candidate because these experiences and insights can be expected tocontribute to more effective decision-making and supervisory functions for the Board of Directors of the
Joint Holding Company.

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Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties

April 2000

(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

Registered as an attorney-atlaw (Tokyo Bar Association)
April 2000
Joined Mori Sogo (now Mori
Hamada & Matsumoto)
April 2004
Founding and Representative
Partner, Murata & Wakatsuki
Law Offices (current position)
April 2008
Part-Time Instructor, Graduate
School
of
Law,
Hosei
University
April 2010
Part-Time Professor, Graduate
Tetsutaro Wakatsuki
School
of
Law,
Hosei
University(Date of birth: October 22,(1)
0 sharesDecember 2012 Outside Auditor, Do House (2)1974)
0 shares(3)0 sharesInc.
External
March
2014
OutsideAuditor,
TPC
KK
Independent Officer
June 2014
Outside Auditor, SBI Life
Living Co., Ltd.
March 2015 Outside Auditor, Otsuka Corp.
June 2015
Outside Auditor, SBI Money
Plaza Co., Ltd.
June 2019
Director, The Michinoku Bank,
Ltd.
June 2020
Director (Member of the Audit
and Supervisory Committee),
The Michinoku Bank, Ltd.
(current position)
Reason for nomination as candidate for outside director and expected role
As a lawyer, Mr. Tetsutaro Wakatsuki has a high level of knowledge and expertise in law, professional
experience in corporate legal affairs, and insights into IT, etc. He has served as an outside director of The
Michinoku Bank since 2019 and, through advice on management from an independent position, has
contributed to the activation of the Board of Directors.
He has become an outside director candidate because he can be expected to contribute to more
effective decision-making and supervisory functions in the Board of Directors of the Joint Holding
Company.

- 70 -

Name(Date of birth)

Professional history, positions, responsibilities
and status of major concurrent duties(1) Number of shares in the
Bank owned(2) Class and number ofsharesin
TheMichinoku Bank owned(3) Class and number ofshares in the Joint
HoldingCompany
allocated

September 2008 Registered as an attorneyat-law (Daini Tokyo Bar
Mie Ishida
Association)(Date of birth: April 25, September 2008 Joined Ishida Law Office (1)0 shares(current position)
1975)
(2)
0 shares0 shares
June 2018
Director and Member of the (3)External
Audit
andSupervisory
Independent Officer
Committee, The Aomori Bank,
Ltd. (current position)
Reason for nomination as candidate for outside director and expected role
As a lawyer, Ms. Mie Ishida has high levels of knowledge and expertise in the law, and richprofessional experience in corporate legal affairs. She has served as an outside director and member ofthe Audit and Supervisory Committee of the Bank since 2018 and, through advice on management froman independent position, has contributed to the activation of the Board of Directors.
She has become an outside director candidate because she can be expected to contribute to more
effective decision-making and supervisory functions in the Board of Directors of the Joint Holding
Company.
(Notes) 1.

2.
3.
4.

5.

6.

The numbers of shares of the Bank and Aomori Bank owned are stated based on ownership status as of September 30,
2021, and the number of shares of the Joint Holding Company to be allotted is stated based on this ownership status,
taking into account the share transfer ratio. Therefore, the number of shares of the Joint Holding Company actually
allocated may change depending on the ownership status immediately prior to the establishment date of the Joint
Holding Company.
There are no particular interests between the candidates and either the Bank or The Aomori Bank, nor are there
anticipated to be any particular interests between the candidates and the Joint Holding Company.
Mr. Masashi Iwakigawa, Mr. Tetsutaro Wakatsuki, Ms. Mie Ishida are candidates for outside director.
If Mr. Masashi Iwakigawa, Mr. Tetsutaro Wakatsuki and Ms. Mie Ishida are appointed outside directors, the Joint
Holding Company intends to notify the Tokyo Stock Exchange that they are independent officers with no potential for
conflicts of interest with ordinary shareholders.
Liability limitation agreements with directors
If Mr. Masashi Iwakigawa, Mr. Tetsutaro Wakatsuki, and Ms. Mie Ishida are appointed outside director, the Joint
Holding Company intends to execute agreements limiting liability for compensation as set forth in Article 423,
paragraph (1) of the Companies Act under the provisions of Article 427, paragraph (1) of the Companies Act. These
agreements will limit liability for compensation to the minimum liability ceiling set forth in Article 425, paragraph (1)of the Act.
Officer, etc. liability insurance agreements
If Mr. Masashi Iwakigawa, Mr. Tetsutaro Wakatsuki, and Ms. Mie Ishida are appointed outside directors, the Joint
Holding Company intends to execute with an insurance company officer, etc. liability insurance agreements as set
forth in Article 430–3, paragraph (1) of the Companies Act and is it planned that individual candidates for directorships
will, having been appointed and assumed office as directors, be the insured under those agreements.
Below is an overview of the expected terms of the officer, etc. liability insurance agreement.
 All premiums are to be borne by the company.
 The insurance policy covers damages incurred as a result of compensatory damages awards and litigation expenses
incurred by the insureds as officers etc. with respect to the execution of their duties. However, there are someindemnity events, for example, there is no coverage of damages resulting from actions that the insured committed
knowing they were violations of laws or regulations.

- 71 -

7.

8.

Mr. Tetsutaro Wakatsuki currently serves as an outside director who is also a member of the Audit and Supervisory
Committee of The Michinoku Bank, and if Proposal No. 1 is approved, will resign from the position of director of The
Michinoku Bank on the day prior to the effective date of the Share Transfer (scheduled for March 31, 2022), and will
be appointed outside director who is also a member of the Audit and Supervisory Committee of the Joint Holding
Company on the effective date of the Share Transfer (scheduled for April 1 of that year).
Ms. Mie Ishida currently serves as an outside director who is also a member of the Audit and Supervisory Committeeof the Bank, and if Proposal No. 1 is approved, will resign the position of director of the Bank on the day prior to theeffective date of the Share Transfer (scheduled for March 31, 2022), and will be appointed outside director who is alsoa member of the Audit and Supervisory Committee of the Joint Holding Company on the effective date of the Share
Transfer (scheduled for April 1 of that year).

- 72 -

8.

Matters Stipulated in Article 77 of the Regulation for Enforcement of the Companies Act for
Persons Who Will Be Accounting Auditors of the Joint Holding Company
The financial auditor of the Joint Holding Company will be as follows.
(As at September 30, 2021)
Name

Location of principal
officeHistory

Ernst & Young ShinNihon LLC
Hibiya Mitsui Tower，Tokyo Midtown Hibiya
1-1-2 Yuraku-cho, Chiyoda-ku, Tokyo
1967
Established Tetsuzo Ota & Co.
1985
Tetsuzo Ota & Co. and Showa Audit Corporation were merged to form
Showa Ota & Co.
2000
Showa Ota & Co. and Century Audit Corporation were merged to form
Century Ota Showa & Co.
2001
Renamed to Shin Nihon & Co.
2008
Renamed to Ernst & Young ShinNihon LLC, following thereorganization into a limited liability company
2018
Renamed (Japanese name only)Stated capital 1,088 million yen
Staffing
CPAs
3,017
Partly-qualified accountants
1,043
Others1,069
Overview
Total
5,129
Number of audit clients 3,725
Office locations
Domestic offices
16
Liaison branch
1
Overseas offices
34
Reason for nomination as candidate for accounting auditor
EY ShinNihon LLC was chosen as the candidate for accounting auditor because it has the expertise,independence, and internal control systems, etc. required of an accounting auditor for the Joint Holding
Company and was therefore deemed appropriate for the position.

- 73 -

Proposal No. 2

Partial Amendment of Articles of Incorporation

1. Reason for Amendment
To facilitate the convening of and other administrative procedures for the Ordinary
General Meeting of Shareholders, the Bank has, under the provisions of Article 124,
paragraph (3) of the Companies Act, established a record date for the ordinary general
meeting of shareholders under Article 14 of the current Articles of Incorporation (Record
Date of Ordinary General Meeting of Shareholders) and, upon the approval of Proposal No. 1
from the Extraordinary General Meeting of Shareholders, the Share Transfer will take effecton April 1, 2022, at which time the Bank will have one shareholder, the Joint Holding
Company, and the provisions for the establishment of record dates for ordinary general
meetings of shareholders will no longer be necessary. As a result, the provisions for theestablishment of record dates for ordinary general meetings of shareholders will beeliminated and Article 14 of the current Articles of Incorporation deleted. This will result in
the numbering being brought up for Article 15 onwards of the current Articles ofIncorporation (This partial amendment of the Articles of Incorporation is referred to as the“Articles Amendment” below.).
The Articles Amendment will take effect on March 31, 2022, conditional upon Proposal
No. 1 being approved as proposed at the Extraordinary General Meeting of Shareholders,
and the Share Transfer Plan not losing effect and the Share Transfer not being canceled by
the day prior to March 31, 2022.
2. Nature of Amendment
The content of the Articles Amendment is as follows.
(Changes underlined)
Proposed Amendment

Current Articles of Incorporation
Article 1–Article 13(Text omitted)

Article 1–Article 13

Article 14

Record Date of Ordinary General
Meeting of Shareholders
The record date for voting rights at the Bank’s
ordinary general meeting of shareholders is
March 31 each year.
Article 15–Article 38(Text omitted)(No change)(Deleted)

Article 14–Article 37(No change)

Reference
It is intended for the Bank to pay surplus dividends (term-end dividends) for the fiscal year
ending March 2022 (from April 1, 2021 to March 31, 2022) according to Article 36 of thecurrent Articles of Incorporation (Article 35 after the Article Amendment) to shareholders andregistered pledge holders noted or recorded on the final shareholder registry of March 31, 2022.
It is intended to provide shareholder benefits for FY2022 with a base date of March 31, 2022of the same content as FY2021.
End of document- 74 -