The transactions pursuant to the joint share transfer described in this document involve securities of aJapanese company. The joint share transfer is subject to disclosure requirements of Japan that are different
from 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 becomparable to the financial statements of United States companies.
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 in Japan and some or all of its officers and directors reside outsideof the United States. You may not be able to sue a Japanese company or its officers or directors in a Japanesecourt 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 aware that the issuer may purchasesecurities 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, theJapanese-language original shall prevail in all respects.

Supplemental Document for
Extraordinary General Meeting ofShareholders

To Our Shareholders

Briefing Regarding
Business Integration
with The Michinoku
Bank, Ltd.
Table of Contents
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.

The Aomori Bank, Ltd.
Stock code: 8342

Background and Objective of the Business Integration · 1
Overview of Business Integration ·························· 2
Overview of Group after Business Integration ··········· 3·································································· 4Company Name and Business Principles·················· 5Base of Operations of the New Group ····················· 6
Basic Strategy and Synergies of the New Group ········· 7
A. Reinforcement of Financial Intermediation Function
and Financial Services ······································ 8
B. Expansion of Business Fields ··························· 9C. Rationalization and Efficiency of Business············ 10
Contribution to the Sustained Growth of the Region ···· 11
Q&A Regarding the Business Integration ················· 12

1. Background and Objective of the Business Integration
Background of
business integration

Fundamental principle of business integration

Reduction in profit
margins between lendingand deposits and decreasein earnings from securities
management due tocontinued low interestrate environment

To create a new group that can contribute toregional and customer growth and development,
exploiting the group strengths of both banks without
being bound by financial frameworks

Changes in the businessenvironment such as
declining birthrate, aging
population, andshrinking workforce

Addressing changes inthe social structure due
to COVID-19

Diversification ofcustomer needs due toadvancement of digitaltechnology

Purpose of business integration
To achieve sustained growth and contribute to thefurther development of local industry andimprovement of the livelihood of local residents bymaintaining and improving the stability of financial
systems and the provision of financial services
 Reinforce the financial intermediation function andfinancial services by combining the know-how,information, and networks of both groups Expand business fields by leveraging regionaladvantages
 Create a sound business foundation throughrationalizing and improving efficiency of business(1)2. Overview of Business Integration
Method of share transfer• The Banks will become wholly owned subsidiary companies resulting from a sharetransfer, and the newly established joint holding company will become the wholly owningparent company resulting from a share transfer.
• The basic policy is for the Banks to merge aiming for two years after the effective date ofthe business integration.
Share transfer ratio
Aomori Bank

Michinoku Bank

Common shares

10.46

Class A preferred shares-0.46

Form of business integration

Business integration schedule
November 12, 2021
Execution of business integration agreement

Procrea Holdings, Inc.
100%

100%

November 26, 2021
Preparation of share transfer planJanuary 26, 2022
Extraordinary shareholders' meeting of both banks (resolutionfor approval of share transfer plan)
April 1, 2022 (scheduled)
Establishment of the holding company (effective date)and listing date of the holding company
FY 2024 (tentative)
Establishment of a new bank pursuant to the integrationof the banks(2)3. Overview of Group after Business Integration
Overview of holding company
Trade NameGroup organizational chart

Procrea Holdings, Inc.
General Meetingof Shareholders

Location ofHeadOffice

3-1 Katta 1-chome, Aomorishi, Aomori
Board of Directors
Nomination andRemuneration Committee

CorporateOrgans

RepresentativeDirectors

9-30 Hashimoto 1-chome,Aomori-shi, AomoriCompany with Audit andSupervisory Committee

Representative Director andPresident: Susumu Narita(President and Director ofAomori Bank)
Representative Director andVice President: Takayuki
Fujisawa (President andDirector of Michinoku Bank)

20 billion yen

Scheduled
Date of
Establishment

April 1, 2022

First Section of the Tokyo
Stock Exchange(Scheduled to change toTokyo Stock Exchange Prime
Market on April 4, 2022)

Audit andSupervisory
Committee
Audit andSupervisory
Committee Office
Executive Committee
XXX Group

Other Committees

Management
Planning
Division

Risk
Administration
Division

Subsidiary banks

CapitalListing Stock
ExchangeHolding company

Location ofMain
Head Office
Function(3)

Regional
Co-creation
DivisionHR
Planning
Division

SystemandOperations
Administration
Division

Integration
Promotion
Division

Auditing
Division4. Officers
Planned Officers of the Holding Company(As of April 1, 2022)
Title and Name (current position)
Representative Director and President

Susumu Narita(Current position: President and Director, Aomori Bank)

Representative Director and Vice President

Takayuki Fujisawa(Current position: President and Director, Michinoku
Bank)

Director

Tsutomu Inaniwa(Current position: Director, Senior Executive Officer,Michinoku Bank)

DirectorKeitaro Ishikawa(Current position: Director, Senior Managing ExecutiveOfficer, Aomori Bank)

Director

Tsuyoshi Tamura(Current position: Managing Executive Officer, AomoriBank)

Director

Yo Mori(Current position: Managing Executive Officer, AomoriBank)

Director

Motomi Shiratori(Current position: Executive Officer, Aomori Bank)

Director

Shinji Suto

(Current position: Senior Executive Officer, MichinokuBank)

Outside Director

Katsunori Mikuniya(Current position: Senior Advisor, Open House Co.,Ltd.)

Outside Director

Kazunari Higuchi(Current position: Outside Director, Michinoku Bank)

Outside Director (Audit & Supervisory CommitteeMember)

Akira Nakagawa(Current position: Director (Audit & SupervisoryCommittee Member), Aomori Bank)

Outside Director (Audit & Supervisory CommitteeMember)

Masashi Iwakigawa(Current position: Senior Advisor, Hurex k.k.)

Outside Director (Audit & Supervisory CommitteeMember)

Tetsutaro Wakatsuki(Current position: Outside Director (Audit &Supervisory Committee Member), Michinoku Bank)

Outside Director (Audit & Supervisory CommitteeMember)

Mie Ishida(Current position: Outside Director (Audit &Supervisory Committee Member), Aomori Bank)(4)5. Company Name and Business Principles
Company Name

Procrea Holdings, Inc.
Challenge and Creation

The name “Procrea” is a combination of the Latin words provocatio (meaning “challenge”)
and creare (meaning “create”). It expresses our mission to take on the challenge of bringing
out the potential of the region and to create the future of the region, and our stance to move
forward with our customers as professionals.

Business principles“Creating the Future of the Region”“Continuing to Walk Side by Side with Customers”“Giving Shape to the Ideas of Each and Every Person”

Commitments embedded in the principles:• We will create a bright and enriching future by ensuring that we maintain our soundness as a company, and actively
taking on the challenge of tackling regional issues and bringing out the region’s potential.
• We will live up to customers’ trust in us and continue to walk side by side with them to achieve growth anddevelopment, by improving our expertise and pursuing services that exceed expectations.
• We will build an organization full of confidence and pride where the work is worthwhile, and give shape to each andevery person’s ideas, by valuing autonomy and transforming diverse individuality into our strength.

(5)

6. Base of Operations of the New Group
Main location

Number of locations*

We will have a strong base of operations, stretching from
Aomori Prefecture to the Donan region (southern Hokkaido).

Prefecture

Chunan region: 27
Aomori Bank: 15
Michinoku Bank: 12

Kamikita region: 18
Aomori Bank: 11
Michinoku Bank: 7

Sanpachi region: 29
Aomori Bank: 16
Michinoku Bank: 13

62136

Tosei region

211940

Chunan region

151227

Sanpachiregion

161329

Seihoku region

8917

Kamikitaregion

11718

Shimokitaregion

325Hokkaido Prefecture

3710Iwate Prefecture123Miyagi Prefecture

112Akita Prefecture

224Tokyo Prefecture

112Total

8275

157

*As of September 30, 2021

(6)

Total ofBoth Banks

74

Shimokita region: 5
Aomori Bank: 3
Michinoku Bank: 2Tosei region: 40
Aomori Bank: 21
Michinoku Bank: 19

Michinoku
Bank

Aomori Prefecture

Donan region: 8
Aomori Bank: 2
Michinoku Bank: 6

Seihoku region: 17
Aomori Bank: 8
Michinoku Bank: 9

AomoriBank7. Basic Strategy and Synergies of the New GroupWe will work to reinforce the financial intermediation function and financial services, expand business fields, andcontribute to the development of the regional economy by creating business resources through rationalizing andimproving efficiency of business by combining our know-how and networks.
of financial intermediation
A Reinforcement
function and financial services

B Expansionof business fields
B

Synergies (targets)

Synergy
total:¥5.0
billionC Rationalization andC efficiency of business

Synergy
total:¥2.0

Digitalize operations

billion
FY 2026

FY 2029

Synergy total =+) Top-line synergies+) Cost synergies

Leverage synergies ofintegration–) One-time expenses
PeopleKnowhow

Info(7)

8. A Reinforcement of Financial Intermediation Function and Financial Services
We will provide support consulting that takes into consideration and resolves customers’ real needs and issues.
We will also provide advanced expert solutions suitable for customers’ life stages, and strive to provide support
that is both wide and in-depth. Furthermore, we will actively work to digitalize services and be a group that isalways by the side of the customer.

Upgraded services

Digitalization

Support consulting
Individual customers
Getting
Employment MarriageChildrearing

Education Inheritance

Improvement of conveniencethrough digitalization

Corporate customers
Foundation,Growth period×Stable period,
Slump period

Recovery period

Contribution to customers
Touchpoints:

Area data
Product data

With the methods andfrequency customers desire

dialogue:
Problem-solving: Provide optimal consulting(8)

9. B Expansion of Business Fields
Leveraging the know-how and networks of the new group, we will work to create new added value withbusinesses and players that take on the challenge of bringing out the potential of the region by expanding businessfields.
Co-creation with businesses and players leveraging the potential of the region

Producers(9)

Local industry

Expansion of business fields

Co-creation with local industry

Procrea HD’s
strengths of know-howand networks

Manufacturers

Distributers

Serviceproviders

Creation of new added value in the region

Local industry and players

10. C Rationalization and Efficiency of Business
By rationalizing and improving efficiency of business through the business integration, we will create a soundbusiness foundation and redistribute the business resources we have created into growth fields.

• Consolidate duplicate head officeand subsidiary functions• Optimize duplicate administrative
operations

Improvementof efficiency• Standardize systems

ofInfrastructure, • Optimize branch networks
etc.

AomoriBankMichinoku
BankCommon system
Centralize enterprise system andsubsystems

Digitalizationofoperations• Improve productivity throughdigitalization⁃ Improve efficiency of operations(reduce admin work hours)

DXPromotion( 10 )Create business resources and redistribute them into growth fields

Streamlining
oforganizational
structure11. Contribution to the Sustained Growth of the Region
The new group will contribute to regional revitalization and activation as a member of the regional community toaddress the issues faced by the community.

Provide reliable and trustworthy services

Michi-bank App

We will continue to provide universal services that are safeand secure
We will provide services that meet customers’ diversifying
needs

Innovation not bound by financial frameworks
We will take on challenges to bring about innovation for
the region and customers that is not bound by financial
frameworks.

Efforts to boost the attractiveness of theregion and achieve mutual growth• We will contribute to improve the attractiveness of theregion by bringing out its potential and growing with theregion over the long-term.

( 11 )

12. Q&A Regarding the Business Integration
Q1

What is a share transfer?

A1

A share transfer is when one or two or more companies transfer all of theiroutstanding shares to the company which they newly establish.
In the current business integration, Aomori Bank and Michinoku Bank will jointly
establish Procrea Holdings, Inc. and all the shares owned by both banks’ shareholders willbe transferred to Procrea Holdings, Inc.

Q2

What will happen to the shares of Aomori Bank that I own?

A2

Shareholders of Aomori Bank shall receive one common share of Procrea Holdings,Inc. per one Aomori Bank’s common share.
As a result of the business integration by establishing a holding company by means ofjoint share transfer, after the establishment of the holding company, Aomori Bank andMichinoku bank will become wholly owned subsidiaries of the holding company.
Consequently, the banks are scheduled to be delisted from the Tokyo Stock Exchange
on March 30, 2022, but the holding company is planned to be listed on April 1, 2022
alternatively.
The shares of the holding company will be automatically be allotted to the currentshareholders on April 1, 2022 in accordance with the share transfer ratio. If you decide toretain the shares of the holding company, there is no special procedures required on theshareholders’ side.
Please note that both banks’ shares may be traded through Tokyo Stock Exchange until
March 29, 2022, the day before the banks’ shares will be delisted therefrom.

Q3

What will happen to the Aomori Bank’s year-end dividend for the fiscal year ending inMarch 2021?

A3

Year-end dividend for the fiscal year ending in March 2022 is planned to be paid
from Aomori Bank to the shareholders and registered pledgees of shares listed orrecorded in the final register of shareholders as of March 31, 2022.

( 12 )

Q4

What will happen to the shareholder benefit plans?

A4

Aomori Bank’s shareholder benefits based on the record date of March 31, 2022 areplanned to be implemented with the content similar to the previous fiscal year. The
holding company’s shareholder benefits plan shall be discussed between Aomori Bankand Michinoku Bank and announced once decided including the content thereof.

Q5

What shall I do when I have transactions such as deposits and loans with bothbanks?

A5Transactions with Aomori Bank and Michinoku Bank respectively may be continued as
before even after the transition into the holding company system by means of joint sharetransfer. We always value your patronage greatly.
Regarding the transactions after the merger of the two banks, which is planned to happen
in approximately two years after the establishment of the holding company, we aim toachieve deep understanding of our customers’ needs upon evolving deep relationships withthem and attempt to provide comprehensive services to our customers.

Contact Details for Inquiries

1.

Please contact your securities company for confirmations on number of shares you holdand various procedural matters including change of address, inheritance, designation oftransfer of dividends, etc.

2.

For inquiries other than the above, or inquiries on how to acquire unreceived dividends,etc., please contact the shareholder registry administrator.

Shareholder Registry Administrator

Securities Agent Division, Mitsubishi UFJ Trust and Banking Corporation

0120-232-711 9:00～17:00 on weekdays (Japan only)( 13 )