This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy
between this translated document and the Japanese original, the original shall prevail.
SEPTENI HOLDINGS CO., LTD. (“the Company”) assumes no responsibility for this translation or for direct, indirect or
any other forms of damages arising from the translation.

CONVOCATION NOTICE FOR THE 32ND ORDINARY
GENERAL MEETING OF SHAREHOLDERSSEPTENI HOLDINGS CO., LTD.

Securities Code: 4293

Top Message
On behalf of SEPTENI HOLDINGS CO., LTD., I would like to express our thanks for your exceptional
support. Please find herein the convocation notice for the 32nd Ordinary General Meeting of Shareholders.
The fiscal year ended September 30, 2022 was a year in which we managed to break the record, achieving
our best results since the Company’s founding for all indicators of our consolidated performance, including
revenue, non-GAAP operating profit and profit attributable to owners of parent, due to significant growth of
the Digital Marketing Business against the backdrop of organic growth by capturing the increase in demandfor corporate digital transformation (DX) and promoting alliance operations and new consolidated results bydeepening our capital and business alliance with the Dentsu Group, as well as due to increased revenue andreduced losses in the Media Platform Business.
Based on these results, we increased dividends to ¥4.6 per share.
Under the Group’s mission of “To inspire the world with entrepreneurship,” we will work to enhance ourcorporate and shareholder value. Going forward, we would very much appreciate your continuous
understanding and support.
November 2022

Koki Sato,
Representative Director
Group President and Chief Executive Officer-1-December 1, 2022
Dear Shareholder
Koki Sato,
Representative Director
Group President and Chief Executive Officer

SEPTENI HOLDINGS CO., LTD.
17-1 Nishishinjuku 8-chome, Shinjuku-ku,
Tokyo, JapanCONVOCATION NOTICE FOR THE 32ND ORDINARY
GENERAL MEETING OF SHAREHOLDERS
1. Date and Time:

Wednesday, December 21, 2022, at 10:00 a.m.
(Reception will begin at 9:00 a.m.)

2. Place:

The Company’s Conference Room
Sumitomo Fudosan Shinjuku Grand Tower 27th Floor
17-1 Nishishinjuku 8-chome, Shinjuku-ku, Tokyo, Japan* Please note that the place of the meeting will be different from that of typical
years.

3. Meeting Agenda
Matters to be reported:
1. The Business Report and Consolidated Financial Statements for the Company’s 32nd
term (from October 1, 2021 to September 30, 2022) and the results of audits of theConsolidated Financial Statements by the Financial Auditor and the Board of Company
Auditors
2. Non-consolidated Financial Statements for the Company’s 32nd term (from October 1,
2021 to September 30, 2022)
Matters to be resolved:
Agenda Item No. 1:
Partial Amendment of the Articles of Incorporation
Agenda Item No. 2:
Election of Seven Directors
Agenda Item No. 3:
Election of Three Company Auditors
Agenda Item No. 4:
Election of Financial Auditor
Agenda Item No. 5:
Revision of Details of Stock Compensation Plan for Directors, etc.
To Institutional Investors

You may use the Electronic Proxy Voting Platform operated by ICJ Inc., as a methodof exercising your voting rights for the General Meetings of Shareholders.

 When you attend the meeting, you are kindly requested to submit the enclosed Voting Rights Exercise Form to thereceptionist at the meeting.
For the purpose of saving resources, please be sure to bring this convocation notice with you.
 The documents to be provided with this convocation notice1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Based on relevant laws and regulations and the Article 19 of the Company’s Articles of Incorporation, the above items areposted on the Company’s website and are therefore not included in the documents accompanying this convocation notice.
The Consolidated Financial Statements and the Non-consolidated Financial Statements audited by company auditors andthe financial auditor include Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial
Statements, which are posted on the Company’s website.
If any amendment is made to the Business Report, the Consolidated Financial Statements, the Non-consolidated Financial
Statements and the Reference Documents for the General Meeting of Shareholders, the amended information will be
disclosed on the Company’s website.

The Company’s website: https://www.septeni-holdings.co.jp/en-2-

Reference Documents for the General Meeting of Shareholders
Agenda Items and Reference Matters
Agenda Item No. 1:
1. Reasons for the proposal

Partial Amendment of the Articles of Incorporation(1) Following the deepening of the capital and business alliance with Dentsu Group Inc. announced on
October 28, 2021, the Company became a consolidated subsidiary of Dentsu Group Inc. on January 4,
2022. The Company’s business year commences on October 1 of each year and ends on September 30of the following year. However, for the purpose of realizing improved transparency of management
through timely and appropriate disclosure of management information by unifying our accounting
period with the Company’s parent company, Dentsu Group Inc., as well as in order to promote theformulation of management plans and performance management, and the streamlining of management
and business operations, we propose to make amendments necessary to change the business year to becommencing on January 1 and ending on December 31 of each year (Articles 13, 14, 47 and 49 of the
proposed amendments). In addition, necessary supplementary provisions shall be newly established toprovide a transitional measure.
(2) In order to respond to the business diversification, to make additional purposes of business. (Article 2of the proposed amendments).
(3) To make necessary amendments (Article 13 of the proposed amendments) in accordance with theenforcement of the “Act for Partially Amending the Act on Strengthening Industrial Competitivenessand Other Related Laws and Regulations (Act No. 70 of 2021)” on June 16, 2021, with the intention to
expand choices for the method of holding the shareholders meeting and contributing to the interests ofthe shareholders by enabling the convening of general meetings of shareholders without a designatedlocation for the shareholders meeting (so-called “virtual-only shareholders meetings”). In addition to
the resolution of the shareholders meeting, these amendments to the Articles of Incorporation shall be
subject to the condition that the Minister of Economy, Trade and Industry as well as the Minister ofJustice provide confirmation that this is something that contributes to strengthening industrial
competitiveness, while giving consideration to securing interests of shareholders, pursuant to the Ordersof the Ministry of Economy, Trade and Industry as well as the Ministry of Justice, and supplementaryprovision regarding the effective date shall be established.
(4) To make necessary amendments to the Articles of Incorporation for the introduction of the system forproviding informational materials for the general meeting of shareholders in electronic format (Article
19 of the proposed amendments), since the revised provisions provided for in the proviso to Article 1 of
the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019)were enforced on September 1, 2022. Based on this decision, since the provisions for Internet Disclosure
and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. will nolonger be required, they will be deleted (Article 19 of the current articles of incorporation).
Accompanying the aforementioned changes of provisions, supplementary provisions regarding theeffect of provisions of the pre-amendment Articles of the Articles of Incorporation, etc. shall beestablished.

-3-

2. Details of the amendments
The details of the amendments are as set forth below. The unchanged Article texts of the current articles ofincorporation are omitted.
(Underlined parts denote amendments.)
Current articles of incorporation
Article 2 (Purpose)
The purpose of the Company shall be to own the shares or
equity of a company, etc. or companies, etc. engaged in thefollowing businesses, as well as those of a foreign company,
etc. or foreign companies, etc. engaged in equivalentbusinesses, thereby having control over and managing thebusiness activities of such companies, etc.
1. to 12. (Article text omitted)

Proposed amendments
Article 2 (Purpose)
The purpose of the Company shall be to own the shares or
equity of a company, etc. or companies, etc. engaged in thefollowing businesses, as well as those of a foreign company,
etc. or foreign companies, etc. engaged in equivalentbusinesses, thereby having control over and managing thebusiness activities of such companies, etc.
1. to 12. (Remains the same)
13. Business related to hiring, employment, human resources(New article)
and training
14. Business related to assessment of professional aptitudes(New article)
and competencies, and competency development
13. to 15. (Article text omitted)
15. to 17. (Remains the same)
18. Services related to crypto-assets and other(New article)
electromagnetic monetized data
19. Services related to the use of blockchain technologies,(New article)
etc.
16. to 18. (Article text omitted)
20. to 22. (Remains the same)
Article 13 (Calling)
Article 13 (Calling)
An annual shareholders meeting shall be called in December 1. An annual shareholders meeting shall be called in Marcheach year, and an extraordinary shareholders meeting may beeach year, and an extraordinary shareholders meeting may
called whenever necessary.
be called whenever necessary.
2. The Company’s shareholders meeting may be held as a
(New article)
shareholders meeting without a designated location.
Article 14 (Record Date for the Annual Shareholders
Article 14 (Record Date for the Annual Shareholders
Meeting)
Meeting)
The record date for the voting rights at the annual
The record date for the voting rights at the annual
shareholders meeting of the Company shall be September 30 shareholders meeting of the Company shall be December 31
each year.
each year.
Article 19 (Internet Disclosure and Deemed Provision of
Article 19 (Measures, etc. for Providing Information in
Reference Documents for the General Meeting ofElectronic Format)
Shareholders, Etc.)
1. When the Company calls a shareholders meeting, it shallWhen the Company calls a shareholders meeting, if ittake measures for providing information that constitutes
discloses information that is to be stated or presented in thethe content of reference documents for the generalreference documents for the general meeting of shareholders,meeting of shareholders, etc. in electronic format.
business report, financial statements and consolidated
financial statements through the internet in accordance withthe provisions prescribed by the Ministry of Justice Order, it
may be deemed that the Company has provided thisinformation to shareholders.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paper-based
documents by the record date of voting rights.
Article 47 (Business Year)
Article 47 (Business Year)The business year of the Company shall commence on
The business year of the Company shall commence on
October 1 of each year and end on September 30 of theJanuary 1 and end on December 31 of each year.
following year.
Article 49 (Record Date of Dividends from Surplus)
Article 49 (Record Date of Dividends from Surplus)
1. The record date of year-end dividends of the Company
1. The record date of year-end dividends of the Company
shall be September 30 each year.
shall be December 31 each year.
2. (Article text omitted)
2. (Remains the same)-4-

Current articles of incorporation(New article)(New article)(New article)(New article)(New article)(New article)(New article)

Proposed amendments
Supplementary Provisions[Transitional Measures Regarding the Calling theShareholders Meeting]
Article 1 The date that the establishment of paragraph (2)of Article 13 (Calling) shall take effect shall beon the date the Minister of Economy, Trade andIndustry as well as the Minister of Justiceprovide confirmation regarding the applicability
that the Company’s shareholders meeting held asa shareholders meeting without a designatedlocation are held in a way that satisfies therequirements specified by the Orders of the
Ministry of Economy, Trade and Industry as wellas the Ministry of Justice. Article 1 of these
Supplementary Provisions shall be deleted after
the effective date.
[Transitional Measures for Measures, etc. Providing
Information in Electronic Format]
Article 2 Article 19 of the pre-amendment articles of the
Articles of Incorporation (Internet Disclosure
and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.)
shall remain effective regarding any shareholders
meeting held on a date within six months from
September 1, 2022.
Article 3 Article 2 and Article 3 of these Supplementary
Provisions shall be deleted on the date when six
months have elapsed from September 1, 2022 or
three months have elapsed from the date of theshareholders meeting in the preceding Article,
whichever is later.
[Transitional Measures for Business Year]
Article 4 Notwithstanding the provisions of Article 47(Business Year), the 33rd fiscal year of theCompany shall be from October 1, 2022 to
December 31, 2023. Article 4 of these
Supplementary Provisions shall be deleted after
the end of December 31, 2023.
Article 5 Amendments to the provisions of Article 13(Calling), paragraph (1) shall take effect on April
1, 2023. Article 5 of these Supplementary
Provisions shall be deleted after the effective
date.
Article 6 Amendments to the provisions of Article 14(Record Date for the Annual Shareholders
Meeting) and Article 49 (Record Date ofDividends from Surplus), paragraph (1) shalltake effect on January 1, 2023. Article 6 of these
Supplementary Provisions shall be deleted after
the effective date.

-5-Current articles of incorporation

Proposed amendments(New article)

Article 7(New article)

Article 8(New article)

Article 9-6-

Notwithstanding the provisions of Article 24(Term of Office), the term of office of the
Directors elected at the annual shareholders
meeting for the 32nd fiscal year shall continue
until the conclusion of the annual shareholders
meeting for the 33rd fiscal year ending
December 31, 2023. Article 7 of these
Supplementary Provisions shall be deleted at theconclusion of the annual shareholders meetingfor the 33rd fiscal year.
Notwithstanding the provisions of Article 45(Term of Office), the term of office of thefinancial auditor elected at the annual
shareholders meeting for the 32nd fiscal year
shall continue until the conclusion of the annual
shareholders meeting for the 33rd fiscal year
ending December 31, 2023. Article 8 of these
Supplementary Provisions shall be deleted at theconclusion of the annual shareholders meetingfor the 33rd fiscal year.
The provisions of Article 48 (Organ to Determine
Dividends of Surplus, Etc.) shall not be applied
from the conclusion of the annual shareholders
meeting for the 32nd fiscal year until theconclusion of the annual shareholders meetingfor the 33rd fiscal year ending December 31,
2023. Article 9 of these Supplementary
Provisions shall be deleted at the conclusion of
the annual shareholders meeting for the 33rd
fiscal year.

Agenda Item No. 2:

Election of Seven Directors

At the conclusion of this General Meeting of Shareholders, all seven directors will retire due to the expirationof their respective terms of office.
In that regard, the Company hereby proposes the election of seven directors, including five outside directors.
To establish a higher level of corporate governance, maintain sustainable growth, and enhance corporate
value over the medium- to long-term, the Company delegates as much of the decision-making and execution
relating to business execution as possible to Group Executive Officers, and so the board of directors canperform thorough oversight of the business execution of the Group Executive Officers.
The oversight function of management is continually strengthening under our board of directors whose
composition comprises a majority of outside directors.
The Company nominates candidates for director based on a strong sense of ethics and responsibility, and theextensive knowledge and experience, as well as character, required for the Company’s management decisionmaking, or the track record and insight required to enhance the oversight function of management.
In nominating candidates for director, based on the above policy, the Group President and Chief Executive
Officer creates a proposed list of candidates, and following deliberation by the Nomination Advisory
Committee, composed only of outside directors and the Group President and Chief Executive Officer, thecandidates are nominated at a meeting of the board of directors.
The candidates are as follows:-7-

CandidateNo.

1

Koki Sato
Representative director
Group President and Chief
Executive Officer

2

Etsuko Okajima

3

Yusuke Asakura

4

Yoshiki Ishikawa

5Important positions held at othercompanies

Name

Outside director

Outside director

Outside director

Akie Iriyama
Outside director

6

Mio Takaoka

7

Shuji Yamaguchi

Outside director

External Director, FOOD & LIFE
COMPANIES LTD.

Reelection

Attendance
to theboard ofdirectors
meetings

14/14

CEO, ProNova Inc.
External Director, MARUI GROUP Co.,Ltd.
Reelection
Outside director
External Director, LANCERS, Inc.
Independent officer Outside Director, Yappli, Inc.
External Director, Money Forward, Inc.
Director, CHRO, Euglena Co., Ltd.

14/14

Reelection
Outside director
Representative Director, Signifiant Inc.
Independent officer

14/14

Director, Cancer Scan Co., Ltd.
Reelection
Outside director
Director, Campus for H Inc.
Independent officer External Director, Gaiax Co. Ltd.

14/14

Professor, Business School, Waseda
University
Reelection
External Director, ROHTO Pharmaceutical
Outside director
Co., Ltd.
Independent officer
Outside Director, Sanoh Industrial Co.,
Ltd.

14/14

Partner, DNX Ventures
Outside Director, HENNGE K.K.
Reelection
Outside Director, Information Services
Outside director
International-Dentsu, Ltd.
Independent officer
Outside director (Audit & Supervisory
Committee Member), KAYAC Inc.

14/14

Executive Officer, Dentsu Japan Network,
Dentsu Group Inc.
Executive Officer, Dentsu Inc.

Reelection

Director

-8-

9/9

1

Koki Sato(Date of birth: March 11, 1975)

Reelection
21 years and 5
monthsAttendance to the board of directors meetings
14/14
Number of the Company’s common shares held 372,300
Number of years in office

Profile, position and duties at the Company
Apr. 1997
Joined the Company
Jul. 2001
Director and General Manager of Internet Operations
Oct. 2003
Managing Director and CMO
Dec. 2004
Senior Managing Director and COO
Oct. 2007
Senior Managing Director
Dec. 2009
Representative Director (current position) and President
Jan. 2017
Group President and Chief Executive Officer (current position)
Jan. 2019
Executive Officer, Dentsu Inc.
Dec. 2020
External Director, Sushiro Global Holdings Co., Ltd. (currently FOOD & LIFE COMPANIES LTD.) (current
position) Reasons for nomination as candidate for director
Since joining the Company, Mr. Koki Sato established a new field which has become a major pillar of the Group business,always leading from the front. Furthermore, he has led the management of the entire Group over the course of many years,
steadily addressing a range of management challenges to enhance corporate value, and because he is expected to continue toexercise strong leadership, he has once again been nominated as candidate for director.
 Important positions held at other companies
External Director, FOOD & LIFE COMPANIES LTD.

-9-

2

Etsuko Okajima(Date of birth: May 16, 1966)

Reelection
Outside director
Independent officer
Number of years in office
7 years
Attendance to the board of directors meetings
14/14
Number of the Company’s common shares held –Profile, position and duties at the Company
Apr. 1989
Joined Mitsubishi Corporation
Jan. 2001

Joined McKinsey & Company

Mar. 2002

Joined Globis Management Bank, Inc.

Jul. 2005

President, Globis Management Bank, Inc.

Jun. 2007

CEO, ProNova Inc. (current position)

Jun. 2014

Outside Director, Astellas Pharma Inc.

Jun. 2014

External Director, MARUI GROUP Co., Ltd. (current position)

Nov. 2015

External Director, LANCERS, Inc. (current position)

Dec. 2015

Outside Director of the Company (current position)

Mar. 2016

Outside Director, Link and Motivation Inc.

Jul. 2018

Outside Director, Yappli, Inc. (current position)

Dec. 2018

Outside Director, Euglena Co., Ltd.

Feb. 2019

External Director, Money Forward, Inc. (current position)

Dec. 2020

Director, CHRO, Euglena Co., Ltd. (current position)

 Reasons for nomination as candidate for outside director and outline of expected roles
Ms. Etsuko Okajima has an abundance of experience and knowledge, and considerable insight of corporate management, andbecause she has actively provided useful advice on all aspects of the business administration of the Group from an
independent and objective position, she is deemed capable of providing oversight and advice on the Company’s businessadministration as an outside director, and has once again been nominated as candidate for outside director.
 Important positions held at other companies
CEO, ProNova Inc.; External Director, MARUI GROUP Co., Ltd.; External Director, LANCERS, Inc.; Outside Director,
Yappli, Inc.; External Director, Money Forward, Inc.; Director, CHRO, Euglena Co., Ltd.

- 10 -

3

Yusuke Asakura(Date of birth: July 23, 1982)

Reelection
Outside director
Independent officer
Number of years in office
5 years
Attendance to the board of directors meetings
14/14
Number of the Company’s common shares held –Profile, position and duties at the Company
Apr. 2007
Joined McKinsey & Company
Aug. 2010
Joined Naked Technology Inc.
Oct. 2010
Representative Director, President and CEO, Naked Technology Inc.
Oct. 2011
Joined mixi Inc.
Jun. 2013
Representative Director, President and CEO, mixi Inc.
Nov. 2014
Visiting scholar, Stanford University
May 2015
Outside director, Raksul, Inc.
Mar. 2016
Outside director, Loco Partners
Mar. 2017
Visiting scholar, National Graduate Institute for Policy Studies
Jul. 2017
Representative Director, Signifiant Inc. (current position)
Dec. 2017
Outside Director of the Company (current position)
 Reasons for nomination as candidate for outside director and outline of expected roles
Mr. Yusuke Asakura has professional, extensive experience and results, and considerable insight as an executive at listed
internet companies, as a researcher and as an investor, and because he has actively provided useful advice on all aspects ofthe business administration of the Group, he is deemed capable of providing oversight and advice on the Company’s businessadministration as an outside director, and has once again been nominated as candidate for outside director.
 Important positions held at other companies
Representative Director, Signifiant Inc.

4

Yoshiki Ishikawa(Date of birth: February 27, 1981)

Reelection
Outside director
Independent officer
Number of years in office
3 years
Attendance to the board of directors meetings
14/14
Number of the Company’s common shares held –Profile, position and duties at the Company
Nov. 2008
Director, Cancer Scan Co., Ltd. (current position)
Sep. 2014
Director, Campus for H Inc. (current position)
Feb. 2019
Outside Director (Audit & Supervisory Committee Member), Sansan, Inc.
Mar. 2019
External Director, Gaiax Co. Ltd. (current position)
Dec. 2019
Outside Director of the Company (current position)
 Reasons for nomination as candidate for outside director and outline of expected roles
Mr. Yoshiki Ishikawa has professional, extensive experience and results, and considerable insight as both a preventive
medicine researcher and as a founder of a company using methods based on behavioral science, and because he has actively
provided useful advice on all aspects of the business administration of the Group, he is deemed capable of providing
oversight and advice on the Company’s business administration as an outside director, and has once again been nominated as
candidate for outside director.
 Important positions held at other companies
Director, Cancer Scan Co., Ltd.; Director, Campus for H Inc.; External Director, Gaiax Co. Ltd.

- 11 -

5

Akie Iriyama(Date of birth: December 8, 1972)

Reelection
Outside director
Independent officer
Number of years in office
2 years
Attendance to the board of directors meetings
14/14
Number of the Company’s common shares held –Profile, position and duties at the Company
Apr. 1998
Joined Mitsubishi Research Institute, Inc.
Sep. 2008
Assistant Professor, University at Buffalo, the State University of New York
Sep. 2013
Associate Professor, Business School, Waseda University
May 2016
Outside Director, Macromill, Inc.
Apr. 2019
Professor, Business School, Waseda University (current position)
Jun. 2019
External Director, ROHTO Pharmaceutical Co., Ltd. (current position)
Jun. 2020
Outside Director, Sanoh Industrial Co., Ltd. (current position)
Dec. 2020
Outside Director of the Company (current position)
 Reasons for nomination as candidate for outside director and outline of expected roles
Mr. Akie Iriyama has operational experience as a consultant, along with professional, extensive experience and results andconsiderable insight as a researcher specialized in the management strategies and the global management fields, and because
he has actively provided useful advice on all aspects of the business administration of the Group, he is deemed capable ofproviding oversight and advice on the Company’s business administration as an outside director, and has once again been
nominated as candidate for outside director. Although he has never been involved in corporate management other thanserving as an outside officer, he is deemed capable of properly carrying out the duties of an outside director of the Company
for the reasons mentioned above.
 Important positions held at other companies
Professor, Business School, Waseda University; External Director, ROHTO Pharmaceutical Co., Ltd.; Outside Director,
Sanoh Industrial Co., Ltd.

- 12 -

6

Mio Takaoka(Date of birth: May 3, 1979)

Reelection
Outside director
Independent officer
Number of years in office
2 years
Attendance to the board of directors meetings
14/14
Number of the Company’s common shares held –Profile, position and duties at the Company
Jul. 1999
Joined Goldman Sachs Japan Securities
Jun. 2002
Joined Morgan Stanley Japan Securities (currently Morgan Stanley MUFG Securities Co., Ltd.)Mar. 2006
Joined Lehman Brothers Japan Securities
Jan. 2009
Joined Monex Group, Inc.
Feb. 2014
Executive, General Manager of new business, Monex Group, Inc.
May 2014
Director, Monex Ventures, Inc.
Sep. 2017
Joined MedicalNote, Inc.
Sep. 2017
Partner, Arbor Ventures
Mar. 2018
Director, MedicalNote, Inc.
Dec. 2020
Outside Director of the Company (current position)
Mar. 2021
Outside director, KAYAC Inc.
Apr. 2021
Partner, DNX Ventures (current position)
Dec. 2021
Outside Director, HENNGE K.K. (current position)
Mar. 2022
Outside Director, Information Services International-Dentsu, Ltd. (current position)
Mar. 2022
Outside director (Audit & Supervisory Committee Member), KAYAC Inc. (current position)
 Reasons for nomination as candidate for outside director and outline of expected roles
Ms. Mio Takaoka has professional, extensive experience and results, and considerable insight of strategic investment, newbusiness development and finance, and because she has actively provided useful advice on all aspects of the businessadministration of the Group, she is deemed capable of providing oversight and advice on the Company’s businessadministration as an outside director, and has once again been nominated as candidate for outside director.
 Important positions held at other companies
Partner, DNX Ventures; Outside Director, HENNGE K.K.; Outside Director, Information Services International-Dentsu,
Ltd.; Outside director (Audit & Supervisory Committee Member), KAYAC Inc.

- 13 -

7

Shuji Yamaguchi(Date of birth: January 4, 1966)

Reelection
Number of years in office
11 months
Attendance to the board of directors meetings
9/9
Number of the Company’s common shares held –Profile, position and duties at the Company
Apr. 1989
Joined Dentsu Inc. (currently Dentsu Group Inc.)
Jan. 2017Managing Director of Digital Platform Center, Dentsu Inc.
Feb. 2017
Director, D2C Inc.
Jan. 2018
Representative Director and CEO, Dentsu Digital Inc.
Dec. 2018
Director, Dentsu Digital Inc. (current position)
Jan. 2019
Executive Officer and Managing Director of Digital Business Center, Dentsu Inc. (currently Dentsu Group
Inc.)
Jan. 2020
Executive Officer (current position) and Managing Director of Digital Business Center, Dentsu Inc.
Jan. 2020
Director, Rakuten Data Marketing, Inc.
Mar. 2020
Director, Information Services International-Dentsu, Ltd.
Mar. 2020
Director, CARTA HOLDINGS, INC. (current position)
Jan. 2021
Executive Officer, Dentsu Japan Network, Dentsu Group Inc. (current position)
Jan. 2022
Director of the Company (current position)
 Reasons for nomination as candidate for director
Mr. Shuji Yamaguchi joined Dentsu Inc. in 1989 and has extensive operational experience and management experience,
including serving as an Executive Officer in charge of the Digital Business of that company since 2019. Because he isexpected to actively provide useful advice on all aspects of the business administration of the Group and contribute to thepromotion of alliance operations with the Dentsu Group, he has once again been nominated as candidate for director.
 Important positions held at other companies
Executive Officer, Dentsu Japan Network, Dentsu Group Inc.;
Executive Officer, Dentsu Inc.

- 14 -

(Notes)
1. The name of Ms. Etsuko Okajima in the family register is Etsuko Mino.
2. Ms. Etsuko Okajima, Mr. Yusuke Asakura, Mr. Yoshiki Ishikawa, Mr. Akie Iriyama and Ms. Mio Takaoka are candidates
for outside directors.
3. There are no special relationships between the Company and each of the candidates.
4. The number of the board of directors meetings included in the scope of attendance for Mr. Shuji Yamaguchi is the nine
meetings held during the time after he was appointed as director on January 4, 2022.
5. In Mr. Shuji Yamaguchi’s “Profile, positions and duties at the Company and Important positions held at other Companies,”
both his current positions and duties and those over the past ten years when he was an executive at the Company’s parent
company, Dentsu Group Inc., and its subsidiaries are also listed.
6. The Company has established “Independence Standards for Outside Officers” (https://www.septeniholdings.co.jp/ir/pdf/isod.pdf) (in Japanese only). There is no information showing any violations of these standards forcandidates Ms. Etsuko Okajima, Mr. Yusuke Asakura, Mr. Yoshiki Ishikawa, Mr. Akie Iriyama or Ms. Mio Takaoka, andeach candidate is deemed independent.
7. The Company has designated Ms. Etsuko Okajima, Mr. Yusuke Asakura, Mr. Yoshiki Ishikawa, Mr. Akie Iriyama and Ms.
Mio Takaoka as independent officers in accordance with the rules of Tokyo Stock Exchange, Inc., and has submitted a noticeof designation to the Tokyo Stock Exchange. If the proposed reelection of them is approved, the Company will continue todesignate them as independent officers.
8. The Company has entered into a liability limitation agreement with each of Ms. Etsuko Okajima, Mr. Yusuke Asakura, Mr.
Yoshiki Ishikawa, Mr. Akie Iriyama and Ms. Mio Takaoka. According to the aforementioned liability limitation agreement,
their liability for damages under Article 423, paragraph (1) of the Companies Act will not exceed either ¥5 million or theminimum liability amount stipulated in Article 425, paragraph (1) of the same Act, whichever is higher. If the proposed
reelection of them is approved, the Company plans to again enter into the aforementioned liability limitation agreement withthem.
9. The Company has entered into a directors and officers liability insurance policy (management risk protection insurance
policy) as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. If each candidate
is elected and assumes office as director, he or she will be included as an insured in the policy. This insurance policy covers
amounts of indemnification, litigation expenses and other costs that an insured, including the Company’s directors, would
be liable for due to corporate litigation, a third-party lawsuit, a shareholder derivative lawsuit, etc. However, as a measure
to ensure that the proper performance of duties by an insured is not impaired, the insurance policy does not cover any
damages, etc. arising from criminal acts, etc. committed by the insured. The full amount of the insurance premiums for thepolicy is borne by the Company. In addition, when the policy is renewed (July 2023), the Company plans to renew the policy
with the same terms.

- 15 -

Agenda Item No. 3:

Election of Three Company Auditors

If Agenda Item No. 1 “Partial Amendment of the Articles of Incorporation” is approved and adopted asoriginally proposed, at the conclusion of this General Meeting of Shareholders, the terms of office ofCompany Auditors Mr. Mamoru Furushima and Mr. Takeshi Okuyama will expire.
Company Auditor Mr. Yoshinobu Ise will leave his office by resignation at the conclusion of this General
Meeting of Shareholders.
Therefore, contingent on Agenda Item No. 1, “Partial Amendment of the Articles of Incorporation,” being
approved and adopted, the Company hereby proposes the election of three company auditors.
In addition, the consent of the board of company auditors has been obtained for this proposal.
The candidates are as follows:

Candidate
No.

Important positions held at othercompanies

Name

Attendance
Attendance
to theto theboard ofboard ofcompany
directors
auditors
meetings
meetings

Senior Partner, Trident Lawyer
Corporation
Outside Director (Audit and Supervisory
Committee Member), Nippon Chemical
Industrial Co., Ltd.
Outside Director (Audit & Supervisory
Committee Member), B-Lot Company
LimitedOutside Audit & Supervisory Board
Member, SECURE, INC.

14/14

14/14

1

Mamoru Furushima Reelection
Outside company
Outside company auditor

auditor2

Takeshi Okuyama
Outside company auditor

Reelection
Outside company
auditorPartner, Mori Hamada & Matsumoto

14/14

13/14

3

Nobuyuki Urata

New candidate

Assistant to General Manager of Audit
Office, DENTSU CORPORATE ONE
INC.

–/–

–/–

- 16 -

1

Mamoru Furushima(Date of birth: February 16, 1970)

Reelection
Outside company auditor
Number of years in officeAttendance to the board of directors meetings
Attendance to the board of company auditors
meetings
Number of the Company’s common shares held

7 years
14/14
14/14
–

Profile and position at the Company
Oct. 1993
Joined Chuo Audit Corporation
Apr. 1997
Registered as a certified public accountant
Aug. 2000
Joined the Fuji Accounting Office
Aug. 2003
Joined PwC Advisory Co., Ltd.
Nov. 2007
Joined the Legal Training and Research Institute of Japan under the Supreme Court of Japan
Dec. 2008
Registered as a lawyer (Tokyo Bar Association)
Jan. 2009
Joined Okuno & Partners
Apr. 2015
Representative, Furushima Law & Accounting OfficeJun. 2015
Outside Director (audit and supervisory member), Nippon Chemical Industrial Co., Ltd. (current position)
Dec. 2015
Outside Company Auditor (current position)
Mar. 2020
Outside Director (Audit & Supervisory Committee Member), B-Lot Company Limited (current position)
Mar. 2020
Outside Audit & Supervisory Board Member, SECURE, INC. (current position)
Jan. 2021
Senior Partner, Trident Lawyer Corporation (current position)
 Reasons for nomination as candidate for outside company auditor
Mr. Mamoru Furushima has extensive experience and specialist knowledge as a certified public accountant and a lawyer andin-depth knowledge and experience of auditing, and because he has provided useful advice and conducted auditing from an
independent position, he is expected to provide such auditing, and has once again been nominated as candidate for outsidecompany auditor. Although he has never been involved in corporate management other than serving as an outside officer, heis deemed capable of properly carrying out the duties of an outside company auditor of the Company for the reasonsmentioned above.
 Important positions held at other companies
Senior Partner, Trident Lawyer Corporation
Outside Director (Audit and Supervisory Committee Member), Nippon Chemical Industrial Co., Ltd.
Outside Director (Audit & Supervisory Committee Member), B-Lot Company Limited
Outside Audit & Supervisory Board Member, SECURE, INC.

- 17 -

2

Takeshi Okuyama(Date of birth: February 11, 1980)

Reelection
Outside company auditor
Number of years in officeAttendance to the board of directors meetings
Attendance to the board of company auditors
meetings
Number of the Company’s common shares held

3 years
14/14
13/14
–

Profile and position at the Company
Apr. 2002
Joined the Legal Training and Research Institute of Japan under the Supreme Court of Japan
Oct. 2003
Jan. 2011

Registered as a lawyer (Daini Tokyo Bar Association)
Joined Mori Hamada & Matsumoto
Partner, Mori Hamada & Matsumoto (current position)

Apr. 2014

Associate Professor, Waseda Law School

Dec. 2019

Outside Company Auditor (current position)

 Reasons for nomination as candidate for outside company auditor
Mr. Takeshi Okuyama has extensive experience and specialist knowledge as an attorney and in-depth knowledge of corporate
governance, corporate legal affairs, and auditing, and because he has provided useful advice and conducted auditing from an
independent position, he is expected to provide such auditing, and has once again been nominated as candidate for outsidecompany auditor. Although he has never been involved in corporate management other than serving as an outside officer, heis deemed capable of properly carrying out the duties of an outside company auditor of the Company for the reasonsmentioned above.
 Important positions held at other companies
Partner, Mori Hamada & Matsumoto3

Nobuyuki Urata(Date of birth: February 12, 1973)

New candidate
Number of years in office– years
Attendance to the board of directors meetings–/–
Attendance to the board of company auditors–/–
meetings
Number of the Company’s common shares held –Profile and position at the Company
Apr. 1996
Joined The Long-Term Credit Bank of Japan, Limited
Oct. 1999
Joined Asahi & Co. (currently KPMG AZSA LLC)
Jul. 2007
Assigned to KPMG’s Atlanta OfficeNov. 2009
Cabinet Office Government Revitalization Unit Secretariat Senior Policy Researcher (seconded from AZSA
& Co.).
Jun. 2012
General Manager of Audit & Supervisory Board Member Office, Sumitomo 3M Limited (currently 3M Japan
Limited)Mar. 2013
Full-time Audit & Supervisory Board Member, Sumitomo 3M Limited (currently 3M Japan Limited)Feb. 2021
Group Manager Supervising Internal Audit, Shiseido Company, Limited
Jul. 2021
Group Manager of Internal Audit Supervision Group, Shiseido Company, Limited
Jun. 2022
Assistant to General Manager of Audit Office, DENTSU CORPORATE ONE INC. (current position)
 Reasons for nomination as candidate for company auditor
Mr. Nobuyuki Urata has considerable insight and extensive operational experience of auditing, and he is deemed capable ofproperly carrying out the duties of company auditor, and has been nominated as candidate for company auditor.
 Important positions held at other companies
Assistant to General Manager of Audit Office, DENTSU CORPORATE ONE INC.

- 18 -

(Notes)
1. There are no special relationships between the Company and each of the candidates.
2. Mr. Mamoru Furushima and Mr. Takeshi Okuyama are candidates for outside company auditors.
3. The Company has entered into a liability limitation agreement with Mr. Mamoru Furushima and Mr. Takeshi Okuyama.
According to the aforementioned liability limitation agreement, their liability for damages under Article 423, paragraph (1)of the Companies Act will not exceed either ¥5 million or the minimum liability amount stipulated in Article 425, paragraph(1) of the same Act, whichever is higher. If the proposed reelection of them is approved, the Company plans to again enter
into the aforementioned liability limitation agreement with them.
4. The Company has entered into a directors and officers liability insurance policy (management risk protection insurance
policy) as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. If each candidate
is elected and assumes office as company auditor, he or she will be included as an insured in the policy. This insurance
policy covers amounts of indemnification, litigation expenses and other costs that an insured, including the Company’s
company auditors, would be liable for due to corporate litigation, a third-party lawsuit, a shareholder derivative lawsuit, etc.
However, as a measure to ensure that the proper performance of duties by an insured is not impaired, the insurance policy
does not cover any damages, etc. arising from criminal acts, etc. committed by the insured. The full amount of the insurance
premiums for the policy is borne by the Company. In addition, when the policy is renewed (July 2023), the Company plansto renew the policy with the same terms.
5. If Mr. Nobuyuki Urata is elected and assumes his office as company auditor, he will be serving concurrently as the Assistantto General Manager of Audit Office of DENTSU CORPORATE ONE INC., which is a subsidiary of the Company’s parent
company Dentsu Group Inc.

- 19 -

Agenda Item No. 4:

Election of Financial Auditor

If Agenda Item No. 1 “Partial Amendment of the Articles of Incorporation” is approved and adopted asoriginally proposed, the Company’s financial auditor KPMG AZSA LLC. will complete its term at theconclusion of this General Meeting of Shareholders, and based on a decision by the board of company
auditors, contingent on Agenda Item No. 1 “Partial Amendment of the Articles of Incorporation” being
approved and adopted, the Company hereby proposes the election of a financial auditor.
The reason for the board of company auditors’ selection of KPMG AZSA LLC as candidate financial auditor
is that the Company, which is a consolidated subsidiary of Dentsu Group Inc., appointing KPMG AZSA LLC,
which is financial auditor of Dentsu Group Inc. as its financial auditor, would continue to ensure improvementin the effectiveness, efficiency, etc. of consolidated accounting auditing and governance of the Company
Group.
The candidate financial auditor(As of August 31, 2022)
Name
Principal
office address

History

Number ofcompanies
auditedShare capital

KPMG AZSA LLC
1-2 Tsukudo-cho, Shinjuku-ku, Tokyo
July 1969
July 1985
October 1993
January 2004
July 2010

Audit firm Asahi & Co. established.
Audit firm Asahi Shinwa & Co. established through merger with Shinwa Audit Corp.
Asahi Audit Corp. established through merger with Inoue Saito Eiwa Audit Corp.
Renamed AZSA & Co. due to merger with AZSA & Co.
Renamed KPMG AZSA LLC due to transition to a limited liability audit corporation.

3,485 companies
JPY3,000 million
CPA:

3,071 (including 30 representative partners and 498
partners)
Newly certified and junior CPA:
1,270
Number ofProfessionals:
1,382 (including 37 specified partners including 2
employees
representing partners)
Administration:
750
Total:
6,473(Note) During the past two years, the candidate financial auditor KPMG AZSA LLC has received from the Company
remuneration for financial advice.

- 20 -

Agenda Item No. 5: Revision of Details of Stock Compensation Plan for Directors, etc.
1. Reasons for the proposal and reasons for justifying such revision of details of remuneration system
At its 26th Ordinary General Meeting of Shareholders held on December 20, 2016, the Company received
the approval of our shareholders and introduced our performance-linked share-based remuneration plan(hereinafter referred to as the “Plan”) for directors (excluding outside directors and those who are nonresidents of Japan) and Executive Officers (excluding those who are non-residents of Japan; hereinafter the
directors and Executive Officers collectively referred to as “Directors, etc.”) of the Company.
Under the Plan, officers’ remunerations for the Directors, etc. of the Company and the executive officers(excluding those who are non-residents of Japan; hereinafter the Directors, etc. of the Company and these
executive officers are collectively referred to as the “Eligible Directors, etc.”) of its subsidiaries (hereinafter,
the “Eligible Subsidiaries,” and the Company and the Eligible Subsidiaries are collectively referred to as the“Eligible Companies”) will be managed in an integrated manner.
The three fiscal years covered by the Plan (from the fiscal year ended September 30, 2020 to the fiscal year
ended September 30, 2022) have ended, and the Company plans to extend the trust period that will end on
February 28, 2023 to May 31, 2026 and to continue the Plan. If Agenda Item No. 1 “Partial Amendment of
the Articles of Incorporation” is approved as originally proposed, with the change of the Company’s fiscal
year-end from September to December, to allow the flexible granting of points for the level of achievementof the performance targets in the Medium-Term Business Policies to Eligible Directors, etc., the Company
hereby proposes revision to the details of the Plan.
The revision to the Plan accompanying the change in the Company’s fiscal year-end will clarify the link
between remuneration for Eligible Directors, etc. and the Group’s medium- to long-term performance andshareholder value, and the Company believe that is valid as it is both necessary and appropriate in light of
the goal of having the remuneration in question function as a sound incentive to boost medium- to long-term
performance and to expand corporate value.
Furthermore, the number of the Company’s directors covered by the Plan will be one if Agenda Item No. 2“Election of Seven Directors” is approved as originally proposed, and the number of executive officers at
Eligible Companies will be 16.
2. Amount of remuneration and details, etc., under the Plan
(1) Details of the revision to the PlanAs the Plan will continue beyond the fiscal year ending December 31, 2023, the following points in thePlan will be revised.
<Revisions in the Plan>(Underlined parts denote amendments.)
Items
Evaluation Fiscal Year

Eligible persons who canbe granted points

Before revision

After revision

The fiscal year ending September

The fiscal year ending December

30 of each year

31 of each year

Persons present as Eligible

Persons present as Eligible

Directors, etc. on September 30 of

Directors, etc. on December 31 ofeach year during the trust period

each year during the trust period

and on September 30 of the final

and on December 31 of the final

fiscal year of the Applicable Period

fiscal year of the Applicable Period- 21 -

After the end of the final fiscal year

After the end of the final fiscal yearof the Applicable Period, inof the Applicable Period, in

addition to Grant Points granted

addition to Grant Points granted

based on the degree of achievement

based on the degree of achievement

Points to be grantedof performance targets for eachof performance targets for eachbased on the degree of

Evaluation Fiscal Year, a certain

Evaluation Fiscal Year, a certain

achievement of

number of Grant Points will benumber of Grant Points may be

performance targets in

granted to Eligible Directors, etc.

granted to Eligible Directors, etc.

the Medium-Term

who are in office on September 30

who are in office on December 31

Business Policies

during the final fiscal year for eachduring the final fiscal year for each

Eligible Company in accordance

Eligible Company in accordancewith the degree of achievement ofwith the degree of achievement of

performance targets in theperformance targets in theMedium-Term Business Policies.

Medium-Term Business Policies.

Excluding the above revisions, the Company will maintain the details of the Plan resolved at the 26th
Ordinary General Meeting of Shareholders held on December 20, 2016.
(2) Details of the Plan after revision
The Plan is a share-based remuneration system by which the Company’s shares are acquired through atrust using the amount of remuneration for the Eligible Directors, etc. contributed by the Eligible
Companies, and by which the Company’s shares and an amount of money equivalent to the portion of
the Company’s shares converted into cash (hereinafter referred to as the “Company’s Shares, etc.”) aredelivered and provided (hereinafter referred to as “Grant, etc.”) to the Eligible Directors, etc. throughthe trust. (Details are as provided for in (3) below and thereafter.)(i)

Persons eligible for the Grant,
etc. of the Company’s Shares,
etc. under the Plan・Directors (excluding outside directors and those who are
non-residents of Japan) and Executive Officers (excluding
those who are non-residents of Japan) of the Company
・Executive officers (excluding those who are non-residents ofJapan) of the Company’s subsidiaries(ii) Impact of the Company’s shares subject to the Plan on the total number of shares issued
Maximum amount of money
・The maximum amount of money contributed during thecontributed by each Eligible
three fiscal years, which is Applicable Period, shall be ¥700
Company
million in total
・2,800,000 points over three years (2,800,000 shares), ratio tototal issued shares of approximately 1.3% (as of September
Maximum number of the Company’s
30, 2022, excluding treasury shares).
Shares etc. subject to Grant, etc. to・The
Company’s shares will be purchased from the stock
the Eligible Directors, etc. from themarketor from the Company (disposal of treasury shares)
trust and the method of acquisition of(because
the Company’s shares will be purchased from thethe Company’s sharesstock market for this continuation, the Plan will not cause thedilution of the Company’s shares).

- 22 -

・A certain number of points will be granted based on the title
and the degree of achievement of the performance targets ineach fiscal year during the Applicable Period(iii) Calculation method of the・A certain number of points will be granted based on the
Company’s Shares, etc., subject
degree of achievement of targets in the Medium-Term
to Grant, etc. to the Eligible
Business Policies during the Applicable Period
Directors, etc.
・For performance indicator, the Company uses the indicator
listed in the Medium-Term Business Policies (consolidated
non-GAAP operating profit, etc.)(iv) Timing of Grant, etc. of theCompany’s Shares, etc. to the
Eligible Directors, etc.

・After conclusion of the Applicable Period, in principle(3) Maximum amount of money contributed by each Eligible Company
The Plan will be applicable to three consecutive business years (initially, the three business years fromthe business year ending December 31, 2023 to the business year ending December 31, 2025, and, inthe event of extension of the trust period as provided for below, every three business years thereafter;
hereinafter referred to as “Applicable Period”). The Company, along with money contributed by each
Eligible Subsidiary as remuneration for executive officers of each Eligible Subsidiary, contributes
money as remuneration for Directors, etc. of the Company (the maximum amount of the sum of money
contributed by the Company and Eligible Subsidiaries per each Applicable Period shall be ¥700 million),and sets a trust with a trust period of three years and with Eligible Directors, etc. who fulfill therequirements for beneficiaries as beneficiaries of the trust (hereinafter referred to as the “Trust”) (thetrust period may be extended as follows; the same applies hereinafter). The Trust purchases the sharesof the Company on the stock market or from the Company (disposal of treasury shares) using the trusted
money in accordance with the instructions of the trust administrator. Each Eligible Company will, during
the trust period, grant points (as provided for in (4) below) to the Eligible Directors, etc., and the Grant,
etc. of the Company’s Shares, etc. will be performed by the Trust.
At the expiry of the Applicable Period of the Trust, the Trust may be continued by performing
amendment to the trust contract or placing an additional trust as an alternative to newly setting the Trust.
In this event, the trust period of the Trust will be extended for another three years, and the three businessyears following the extension of the trust period will be the new Applicable Period. For every trust
period extended, the Eligible Subsidiaries will provide an additional contribution to the Company asremuneration for executive officers of each Eligible Subsidiary within the limit of amount approved by
the resolution of their respective General Meeting of Shareholders, and the Company will provide an
additional contribution as remuneration for Directors, etc. of the Company to entrust the money alongwith the money contributed by each Eligible Subsidiary (the maximum amount of the sum of money
additionally contributed by the Company and the Eligible Subsidiaries per each Applicable Period shallbe ¥700 million). Each Eligible Subsidiary will continue to grant points to the Eligible Directors, etc.
and the Grant, etc. of the Company’s Shares, etc. will be continuously performed by the Trust during
the trust period extended; provided, however, that, if, in the case of providing the aforementioned
additional contribution, there are residual the Company’s shares and money (hereinafter, collectively
referred to as “Residual Shares, etc.”) in the trust assets on the last day of the Applicable Period prior to
the extension, the total of the amount of Residual Shares, etc. and the trust money for additional
contribution shall not be more than ¥700 million. The trust period may be extended not only once, but
again thereafter in the same way.
(4) Calculation method and maximum number of the Company’s Shares, etc., subject to Grant, etc. to the
Eligible Directors, etc.
On December 31 of every year during the trust period, certain points (hereinafter, “Grant Points”) will
be granted to each Eligible Company according to such factors as titles and the degree of achievement- 23 -

of the performance target for the fiscal year ending December 31 of the same year (hereinafter, the“Evaluation Fiscal Year”). Furthermore, after the end of the final fiscal year of the Applicable Period, afixed number of the Grant Points may be granted to Eligible Directors, etc. serving at the respective
Eligible Company as of December 31 of the final fiscal year of the Applicable Period, respectively foreach Eligible Company, according to such factors as the level of achievement of the performance targets
in the Medium-Term Business Policies, in addition to the Grant Points granted according to such factors
as the degree of achievement of the performance target for each Evaluation Fiscal Year. The number of
the Company’s Shares, etc., to be granted to the Eligible Directors, etc. under the Plan is determined on
the basis that one point corresponds to one share of the Company, according to the accumulated valueof Grant Points (hereinafter, “Accumulated Points”). If the total number of the shares of the Company
increases or decreases as a result of a share split, gratuitous allotment of shares, consolidation of shares,
etc., the Company will adjust the number of shares of the Company at which Grant, etc., is made forevery one point in accordance with the ratio of increase or decrease.
The total number of the Grant Points subject to Grant, etc. to the Eligible Directors, etc. through theTrust shall be no more than 2,800,000 points per three years (equivalent of 2.8 million shares). Thismaximum number of Grant Points is set by taking into account the maximum amount that the Eligible
Company described in (3) above contributes and by referencing the share price trends.
(5) Timing of Grant, etc. of the Company’s Shares, etc. to the Eligible Directors
The Eligible Directors, etc. who fulfill the requirements for beneficiaries will in principle receive Grant,
etc. of the Company’s Shares, etc. according to Accumulated Points after the end of the Applicable
Period. In this case, the Eligible Directors, etc. shall receive grant of shares of the Company
corresponding to 50% of the Accumulated Points (shares less than one unit are rounded down). The
number of the Company’s shares corresponding to the residual number of the points shall be converted
into cash within the Trust, and the Eligible Directors, etc. receive provision of money equivalent to theamount of cash converted. In the event that an Eligible Director, etc. who fulfills the requirements forbeneficiaries is to retire from office during the trust period (excluding voluntary resignation anddismissal), the Eligible Director, etc. shall receive grant of shares of the Company corresponding to 50%of the Accumulated Points by the time of retirement (shares less than one unit are rounded down) after
required procedures without delay. The number of the Company’s shares corresponding to the residual
number of the points shall be converted into cash within the Trust, and the Eligible Director, etc. receives
provision of money equivalent to the amount of cash converted. In the event that an Eligible Director,
etc. at office who fulfills the requirements for beneficiaries passes away during the trust period, the heirof the Eligible Director, etc. will receive provision of money from the Trust equivalent to the number of
the Company’s shares corresponding to the Accumulated Points by the time of death of the Eligible
Director, etc., converted into cash. In the event that an Eligible Director, etc. at office who fulfills therequirements for beneficiaries is posted overseas and become non-resident of Japan during the trust
period, the Eligible Director, etc. will receive provision of money from the Trust equivalent to thenumber of the Company’s shares corresponding to the Accumulated Points by the time thereof.
(6) Exercise of voting rights concerning the Company’s shares in the Trust
In order to ensure neutrality toward management, voting rights of the Company’s shares in the Trustshall not be exercised during the trust period.
(7) Handling of dividends from surplus of the Company’s shares in the Trust
Dividends from surplus of the Company’s shares in the Trust are received by the Trust and appropriatedfor purposes of trust fees and trust expenses. If, there are residue dividends after paying the trust fees
and trust expenses at the termination of the Trust, such dividends shall be distributed to the Eligible
Directors, etc.

- 24 -

(8) Other matters of the Plan
Other matters regarding the Plan shall be defined by the board of directors each time the Trust is set, anamendment is performed to the trust contract, and additional contribution is made to the Trust.
(Reference)
For details of the Plan, please refer to the press release “Notice on the Continuation and Partial Revision of
the Performance-Linked Stock Compensation Plan for Directors and Officers” dated November 22, 2022.

- 25 -

Business Report (From October 1, 2021 to September 30, 2022)
1. Current status of the SEPTENI Group(1) Business progress and results
Earnings for the fiscal year under review
Individual smartphone ownership in Japan rose to 74.3% in 2021, as the quantitative expansion continued,
with the exceptionally high popularization rate of more than 90% of those in their 20s through 40s now
owning a smartphone. At the same time, the individual objectives for smartphone use are also diversifying
with the increasing usage rate of SNS (social networking services), meaning we are also seeing a profoundqualitative change in use (source: “Communications Usage Trend Survey in 2021,” Ministry of Internal
Affairs and Communications). As such, with the smartphone becoming a mainstream device to access theInternet, in the market for various services and applications, expansion into content such as video, music, ande-books is accelerating. Additionally, social media is being used not only for communication, but is also
expanding into fields such as payments and purchases. As its influence is growing even stronger, demand formarketing support utilizing the individual characteristics of different media as well as data and AI is also
increasing further. Furthermore, internet advertising expenditures in the Japanese advertising market in 2021
reached ¥2,705.2 billion (up 21.4% year on year), exceeding that of the four traditional mass media
advertising expenditures for the first time (¥2,453.8 billion, up 8.9% year on year, source: “2021 Advertising
Expenditures in Japan” by Dentsu Inc.). As such, the COVID-19 pandemic has also been a catalyst forbringing about a massive wave of digital transformation (DX) across all industries, and even in the advertisingindustry, we have seen further growth in demand for digital marketing.
Amid this environment, our mainstay Digital Marketing Business enjoyed organic growth by capturing theincrease in demand for corporate DX, promoted cooperation by deepening our capital and business alliancewith the Dentsu Group, and had new consolidated results, leading to a large increase in revenue and profit.
In our Media Platform Business, we were able to shrink the deficit through increased revenue driven by ourManga Content Business, even while continuing investment to expand into new business segments. To
expand into new business segments, we made progress in business development in the HR technology domain
and sports domain.
As a result, revenue increased to ¥28,819 million (up 34.8% year on year), non-GAAP operating profit
increased to ¥5,855 million (up 54.2% year on year), operating profit increased to ¥5,440 million (up 49.0%
year on year), and profit attributable to owners of parent increased to ¥5,734 million (up 120.2% year onyear).
Concerning year-end dividend for the business year under review, after taking into consideration the abovementioned business performance and the Company’s basic policy on profit distribution, the Company passed
a resolution at the board of directors meeting held on November 22, 2022 to pay a year-end dividend of ¥4.6
per share. Based on this decision, total dividends paid will be ¥971 million.

- 26 -

Adoption of the International Financial Reporting Standards (hereinafter referred to as “IFRS”)
The Group has applied IFRS since the fiscal year ended September 30, 2016 in place of previously used
Japanese GAAP, aiming for better convenience for all of the Group’s stakeholders, including shareholders
and investors in and outside Japan, while promoting actively its global business development.
In addition, the Group discloses “non-GAAP operating profit,” an indicator that is not defined in IFRS on a
voluntary basis. Non-GAAP operating profit (or loss) is a profit indicator of constant business performance
determined by excluding gains and losses related to acquisition actions and temporary factors from the IFRSbased operating profit (or loss). Gains and losses related to acquisition actions refer to amortization of
acquisition-related intangible assets and M&A expenses, and unusual items refer to one-off items, such as
stock-based compensation expenses, impairment loss and gains or losses on sales of non-current assets, that
the Group believes shall be excluded for the purposes of preparing a future outlook based on certain rules.
Revenue:

Up 34.8%

Non-GAAP operating profit:

Up 54.2%¥28,819 million¥5,855 million

Previous term: ¥21,384 million
Profit attributable to owners
Up 120.2%
of parent:

Previous term: ¥3,796 million
Dividends per share:¥5,734 million¥4.6

Previous term: ¥2,604 million

Previous term: ¥3.4

- 27 -

The overview of operating results by major business segment is as follows.
Digital Marketing Business■ Major business
The Digital Marketing Business provides comprehensive support for corporate DX centered on digitalmarketing that includes, starting with the sales and operations of digital advertisements, the provisionof solutions using data and AI as well as marketing support integrating online and offline solutions
through our business alliance with the Dentsu Group.
The Digital Marketing Business enjoyed organic growth by capturing the increase in demand for corporate
DX, promoted cooperation by deepening our capital and business alliance with the Dentsu Group, and had
new consolidated results, leading to a large increase in revenue and profit.
Revenue: ¥25,862 million(Up 37.1% year on year)

Non-GAAP operating profit: ¥9,211 million(Up 31.8% year on year)

Media Platform Business■ Major business
The Media Platform Business consists of Manga Content Business, recruitment platform business,social contribution platform business, childcare platform business, and other businesses. The Manga
Content Business engages in cultivating and supporting manga artists and operates a manga
distribution service through the manga application “GANMA!,” the Company’s own media, for the
purpose of planning and developing its own intellectual property (IP).
In our Media Platform Business, we were able to shrink the deficit through increased revenue driven by ourManga Content Business, even while continuing investment to expand into new business segments.
Non-GAAP operating loss: ¥844 million(Operating loss of ¥1,110 million in theprevious term)

Revenue: ¥3,297 million(Up 14.3% year on year)- 28 -

(2) Trends in financial position and profit and loss
 IFRS
Category
Revenue (Thousand yen)

29th term(endedSeptember 30,
2019)

30th term(endedSeptember 30,
2020)

31st term(endedSeptember 30,
2021)

32nd term(endedSeptember 30,
2022)

16,795,505

17,937,745

21,383,875

28,818,924

183,133

2,274,396

3,650,046

5,439,888

Non-GAAP operating profit (Thousand yen)

2,064,899

2,452,413

3,796,011

5,855,229

Profit attributable to owners of parent(Thousand yen)

(546,929)

1,464,342

2,604,103

5,733,564

Total assets (Thousand yen)

30,412,576

34,424,711

42,011,169

88,731,112

Basic earnings per share (Yen)(4.33)

11.58

20.59

30.54

Dividends per share (Yen)

2.00

2.00

3.40

4.60

Return on equity (ROE) (%)

(3.6)

9.6

15.2

14.1

Operating profit (Thousand yen)

(Note) Figures in parentheses represent losses.

- 29 -

(3) Issues to be addressed
The Group has made the following updates to its Medium-Term Business Policies announced in October
2020. With “domain expansion” as a continued midterm theme, we consider the creation of a system toreliably capture the increase in demand caused by the acceleration in DX to be an issue to be addressed,
and aim to achieve sustainable growth and enhance corporate value over the medium- to long-term.
In the Digital Marketing Business, we will aim to enhance the DX supporting domain, and will enhancethe development of AI products and data solution services, while also expanding our on-off integrated
services by deepening alliance operations with the Dentsu Group.
In the Media Platform Business, we will aim to further accelerate the growth of the IP Platform Business(formerly Manga Content Business) and work to increase the value of IP owned and enhance theWebtoon production system.
In our expansion into new business segments, we will promote business growth of the HR technology
domain and business development of the entertainment and sports domains.
We will also make human resource investments from April 2023, aiming to increase human capitalvalue, which is also the Company’s core value. Specifically, we will increase the salary level, raise the
incentive subsidy rate in the Employee Stock Ownership Plan and renovate our office to fit the newwork styles. We will thus realize sustainable growth by maximizing the Company’s human capital value
and increase the value provided to clients, and aim to increase medium- to long-term corporate value.
(4) Capital investments
Nothing noteworthy to report.
(5) Financing
The Company issued new shares through third-party allotment with Dentsu Group Inc. as the allottee
in January 2022 and procured funds of ¥32,605 million.
(6) Business transfers, absorption-type company split or incorporation-type company split
Not applicable.
(7) Business transfers from other companies
Not applicable.
(8) Succession of rights and obligations relating to other entities’ business as a result of absorption-typemerger or company split
Not applicable.
(9) Acquisition or disposal of shares, other equities or share options of other companies
The Company carried out a share exchange in January 2022 with Dentsu Direct Inc. (“Dentsu Direct”),
a wholly-owned subsidiary of Dentsu Group Inc., through which the Company became the whollyowning parent company in share exchange and Dentsu Direct became the wholly-owned subsidiary inshare exchange. Additionally, the Company acquired from Dentsu Group Inc. a part of the commonshares (25.00%) of Dentsu Digital Inc. (“Dentsu Digital”) owned by Dentsu Group Inc.
As a result of the above, Dentsu Direct became a wholly-owned subsidiary of the Company, and Dentsu
Digital became an equity-method affiliate of the Company.

- 30 -

(10) Parent and significant subsidiaries
1) Relationship with the parent
Company name

Ratio of voting right to theCompany

CapitalDentsu Group Inc.

¥74,609 million

Relationship with the Company

52.01% Interlocking of officers(Note) The Company executed the capital and business alliance agreement with Dentsu Group Inc.

Details of business alliance(1) Project collaboration between Dentsu Group Inc. and SEPTENI CO., LTD.
(2) Partnership between Dentsu Digital Inc. and the Group(3) Partnership in the direct marketing domain between Dentsu Direct Inc. and Dentsu Group Inc.
(4) Additionally, the following partnerships between Dentsu Group Inc. and the Group(a) Integrated internal and external customer marketing and public relations strategy(b) Discussion/study on an integrated operating program for the hiring, education, and retention ofdigital human resources(c) Deepening alliance operations in integrated online-offline marketing(d) Mutual use of tools
2) Significant subsidiaries
Capital or investment in capital(Thousand yen)

Ratio of voting right of theCompany

SEPTENI CO., LTD.

300,000

100.0%

Internet ad agency

COMICSMART INC.

275,000

100.0%

Manga Content Business

Dentsu Direct Inc.

301,000

100.0%

Direct marketing support
business

Company name

Major business(Notes)1. The Company owns a total of 39 consolidated subsidiaries, including the significant subsidiaries described above.
2. The Company does not own any subsidiaries that are specified wholly-owned subsidiaries as provided in Article 118, item
4 of the Regulation for Enforcement of the Companies Act.

(11) Major offices (as of September 30, 2022)
1) The Company
Company name
The Company

Location
Shinjuku-ku, Tokyo

2) Subsidiaries
Company name
SEPTENI CO., LTD.

Location
Shinjuku-ku, TokyoCOMICSMART INC.

Shinjuku-ku, Tokyo

Dentsu Direct Inc.

Minato-ku, Tokyo- 31 -

(12) Employees (as of September 30, 2022)
Business segment

Number of employees

Increase/decrease
from the previous term-end

Digital Marketing Business

1,414

334 increase

Media Platform Business

108

16 increase

Corporate (common)

80

1 increase

Total

1,602

351 increase(Notes)1. The number of employees indicates the number of working employees.
2. The number of employees under the “Corporate (common)” segment indicates the number of employees who belong to
the holding company.
3. The main reason for the 351 increase in the number of employees from the previous term-end is the inclusion of Dentsu
Direct Inc. as a consolidated subsidiary.

(13) Major creditors (as of September 30, 2022)
Creditor

Amount of loans(Million yen)Mizuho Bank, Ltd.

2,000

- 32 -

2. Status of the Company(1) Matters regarding shares (as of September 30, 2022)
1) Number of shares authorized

370,080,000 shares

2) Number of shares issued

211,079,654 shares (including 43 treasury shares)

3) Number of shareholders

8,719 (86 decrease from the previous business year-end)

4) Major shareholders (top 10 shareholders)Name of shareholder

Number of shares (shares)

Dentsu Group Inc.

109,782,395

Shareholding ratio (%)
52.01

Village seven Co., Ltd.

14,419,000

6.83

The Master Trust Bank of Japan, Ltd. (Trust Account)

13,962,800

6.61

Custody Bank of Japan, Ltd. (Trust Account)

13,477,600

6.39

Mamoru Nanamura

10,450,500

4.95

J.P. MORGAN BANK LUXEMBOURG S. A. 381572

3,960,300

1.88

Hiroshi Shimizu

1,930,000

0.91

UBS AG LONDON A/C IPB SEGREGATED CLIENT
ACCOUNT

1,812,600

0.86

The Master Trust Bank of Japan, Ltd. (officer remuneration BIP
trust account 76034)

1,739,200

0.82

BBH FOR MATTHEWS JAPAN FUND

1,555,600

0.74(Notes)1. The above shareholding ratios exclude treasury shares (43 shares).
2. The treasury shares do not include the Company’s shares owned by the officer remuneration BIP (Board Incentive Plan)trust (1,739,200 shares).

5) Status of shares delivered to the Company’s officers as remuneration for the execution of duties during
the business year under review
Not applicable.
6) Other important matters regarding shares
The Company carried out a share exchange in January 2022 with Dentsu Direct Inc. (“Dentsu Direct”),
a wholly-owned subsidiary of Dentsu Group Inc., through which the Company became the whollyowning parent company in share exchange and Dentsu Direct became the wholly-owned subsidiary inshare exchange. Through this share exchange, 12,768,600 shares of the Company’s common stock
were allotted and delivered. Of those shares delivered, the Company allocated 10,724,240 shares of
its treasury stock and issued 2,044,360 new shares of common stock.
In addition, the Company issued 70,118,794 new shares through a third-party allotment to Dentsu
Group Inc. as the allottee.

- 33 -

(2) Matters regarding share options, etc.
1) Status of share options, etc. held by officers of the Company (as of September 30, 2022)
Date of resolution of issue
Category

June 10, 2004

March 10, 2005

January 25, 2006

Director

Director

Director

Number of holders

1

1

1

Number of share options

60

45

100

Number of shares to be issued
upon exercise of share options

120,000 shares

90,000 shares

100,000 sharesClass of shares to be issued
upon exercise of share options

Common shares

Common shares

Common shares

Without contribution

Without contribution

Without contribution

Amount to be paid per shareupon exercise of share options

¥7

¥7

¥7

Exercise period of shareoptions

From June 29, 2004
to December 18, 2033

From March 16, 2005
to December 16, 2034

From February 1, 2006
to December 20, 2035

Share options in share-based
payment arrangement

Share options in share-based
payment arrangement

Share options in share-based
payment arrangement

Issue priceRemarks(Notes)
1. Share options are not granted to outside directors.
2. As the Company implemented share splits, the number of shares and issue price provided above were adjusted accordingly.
The share splits for which adjustments were made are listed below.
(1) Share split at a ratio of two shares per common share on May 20, 2005
(2) Share split at a ratio of 200 shares per common share on October 1, 2013(3) Share split at a ratio of five shares per common share on October 1, 20162) Status of share options, etc. delivered to employees, etc. during the business year under review
Not applicable.
3) Other important matters regarding share options, etc.
Not applicable.

- 34 -

(3) Matters regarding company officers (as of September 30, 2022)
1) Directors and company auditors
Position and duties

Name

Important positions held at other companies

Representative Director
Group President and Chief Koki Sato
Executive Officer

External Director, FOOD & LIFE COMPANIES LTD.

Director

Etsuko Okajima

CEO, ProNova Inc.
External Director, MARUI GROUP Co., Ltd.
External Director, LANCERS, Inc.
Outside Director, Yappli, Inc.
External Director, Money Forward, Inc.
Director, CHRO, Euglena Co., Ltd.

Director

Yusuke Asakura

Representative Director, Signifiant Inc.

Director

Yoshiki Ishikawa

Director, Cancer Scan Co., Ltd.
Director, Campus for H Inc.
External Director, Gaiax Co. Ltd.

Director

Akie Iriyama

Professor, Business School, Waseda University
External Director, ROHTO Pharmaceutical Co., Ltd.
Outside Director, Sanoh Industrial Co., Ltd.

Director

Mio Takaoka

Partner, DNX Ventures
Outside Director, HENNGE K.K.
Outside Director, Information Services International-Dentsu, Ltd.
Outside director (Audit & Supervisory Committee Member),
KAYAC Inc.

Director

Shuji Yamaguchi

Executive Officer, Dentsu Japan Network, Dentsu Group Inc.
Executive Officer, Dentsu Inc.

Full-time Company Auditor

Tadahiro Mouri

Company Auditor

Mamoru Furushima

Senior Partner, Trident Lawyer Corporation
Outside Director (Audit and Supervisory Committee Member),
Nippon Chemical Industrial Co., Ltd.
Outside Director (Audit & Supervisory Committee Member), B-Lot
Company Limited
Outside Audit & Supervisory Board Member, SECURE, INC.

Company Auditor

Takeshi Okuyama

Partner, Mori Hamada & MatsumotoCompany Auditor

Yoshinobu Ise

Executive Director of Group Strategy Unit, Dentsu Group Inc.
Executive Director of Dentsu Innovation Initiative, Dentsu GroupInc.

2) Company auditors who resigned during the business year under review
Name

Date of retirement

Nobuo Kojima

December 22, 2021

Reason for retirement
Resignation

Position at the Company and important
positions at other companies at the time ofretirement
Full-time company auditor(Notes)
1. Directors Etsuko Okajima, Yusuke Asakura, Yoshiki Ishikawa, Akie Iriyama and Mio Takaoka are outside directors.
2. Company auditors Tadahiro Mouri, Mamoru Furushima and Takeshi Okuyama are outside company auditors.
3. Company auditor Mamoru Furushima is a certified public accountant and has a respectable degree of knowledge in financeand accounting.
4. The Company has designated directors Etsuko Okajima, Yusuke Asakura, Yoshiki Ishikawa, Akie Iriyama and Mio Takaoka
as independent officers in accordance with the rules of Tokyo Stock Exchange, Inc. and has submitted a notice of designation
to the Tokyo Stock Exchange.
5. The Company has entered into agreements with all outside directors and outside company auditors that limit their liability
for damages as set forth in Article 423, paragraph (1) of the Companies Act. The limit on liability for damages under said
agreement is ¥5 million or the minimum liability amount provided for by Article 425, paragraph (1) of the Companies Act,
whichever is higher.
6. The Company has entered into a directors and officers liability insurance policy (management risk protection insurance
policy) as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The scope of
insureds in the insurance policy includes all directors, company auditors, and executive officers at the Company and all of
its subsidiaries, and the insureds will not bear the insurance premiums. This insurance policy covers amounts of- 35 -

indemnification, litigation expenses and other costs that an insured would be liable for due to corporate litigation, a thirdparty lawsuit, a shareholder derivative lawsuit, etc. However, as a measure to ensure that the proper performance of duties
by an insured is not impaired, the insurance policy does not cover any damages, etc. arising from criminal acts, etc.
committed by the insured.

3) Remunerations, etc. to directors and company auditors(a)

Policy for determining details of remunerations, etc. for officers
The Company adopted a resolution on the policy for determining details of individual
remunerations, etc. for directors, etc. at the board of directors meeting held on November 22,
2016.
Furthermore, regarding remuneration, etc. for individual directors in the business year underreview, the board of directors has deemed that the method of determining the details of the
remuneration, etc. and the details of the decided remuneration, etc. are consistent with thedetermination policy. The board of directors has also reported on performance evaluations
including the approach to evaluating independent outside directors and their personal evaluation
to confirm the validity of remuneration levels, and has confirmed that they were decided whilereferencing the opinions of independent outside directors and that the evaluations follow thedetermination policy.
The details of the policy for determining details of individual remunerations, etc. for directors,
etc. are as follows.
a. Basic policy
Remuneration for directors (excluding outside directors) is composed of basic remuneration(monthly cash remuneration) and performance-linked remuneration. The amount of basic
remuneration paid will be an amount that considers the rate of change in performance of thecontrolling company in the business year under review on top of the amount of remuneration
paid in the previous business year. However, fixed upper and lower limits will be set in the
remuneration revisions. Furthermore, the total amount of remuneration paid as cash every
month must be within the total remuneration limit for directors decided by the general
meeting of shareholders. Performance-linked remuneration will take the form of share-based
remuneration using the officers remuneration BIP trust.
Remuneration for outside directors is composed of only monthly basic remuneration (fixedwith no changes based on performance).
Remuneration for company auditors is composed of only monthly basic remuneration (fixedwith no changes based on performance).
b. Concerning other determination for remunerations, etc.
Following the above basic policy a., basic remuneration for directors (excluding outside
directors) will be within the total limit of director remuneration set by a resolution of thegeneral meeting of shareholders (Note 1), and individual and specific allocations will bedecided by the Group President and Chief Executive Officer referencing the opinions ofoutside directors. Regarding performance-linked remuneration, based on the share-based
remuneration system using the officers remuneration BIP trust resolved by the general
meeting of shareholders, “share delivery rules” will be concluded with the trustee of the trust(Note 2), and according to these rules, the trustee will delivery shares and pay cash.
Following the above basic policy a., remuneration for outside directors will be within the total
limit of director remuneration set by a resolution of the general meeting of shareholders (Note1), and individual and specific allocations will be decided by the Group President and Chief
Executive Officer referencing the opinions of outside directors.
Following the above basic policy a., remuneration for company auditors will be within the
total limit of company auditor remuneration set by a resolution of the general meeting ofshareholders (Note 3), and individual and specific allocations will be decided throughdiscussions with the company auditors.

- 36 -

(Notes)
1. Up to ¥600 million per year for the Company’s directors (decided by a resolution at the 23rd Ordinary General Meeting of
Shareholders held on December 20, 2013).
2. Trust-related operations will be conducted by Mitsubishi UFJ Trust and Banking Corporation, etc. and share-related
operations will be conducted by DSB Co., Ltd.
3. Up to ¥50 million per year for the Company’s company auditors (decided by a resolution at the 9th Ordinary General
Meeting of Shareholders held on December 14, 1999).

(b) Total amount of remunerations, etc.
Total amount of remunerations, etc. by type
Performance-linked
remuneration, etc.

Number ofpayeesTotal amount of officers’
remunerations, etc.

Director(of which Outside
Director)

8(5)¥228,228 thousand(¥69,000 thousand)¥196,440 thousand(¥69,000 thousand)¥31,788 thousand(¥– thousand)Company Auditor(of which Outside
Company Auditor)

4(3)¥27,000 thousand(¥24,000 thousand)¥27,000 thousand(¥24,000 thousand)¥– thousand(¥– thousand)CategoryBasicremuneration

Non-monetary remuneration,
etc.

(Notes)1. The number of payees includes two directors and one company auditor who retired at the conclusion of the 31st Ordinary
General Meeting of Shareholders held on December 22, 2021, and does not include one director and one company auditor
who serve without remuneration.
2. The Company is introducing a performance-linked share-based remuneration system using the officers remuneration BIP(Board Incentive Plan) trust scheme for directors of the Company (excluding outside directors and those who are nonresidents of Japan). Covenants, etc. at the time of allotments are provided in “(a) Policy for determining details of
remunerations, etc. for officers,” and the delivery status in the business year under review is provided in “2. (1) 5) Status ofshares delivered to the Company’s officers as remuneration for the execution of duties during the business year under review.”
3. The performance indicator associated with performance-linked remuneration, etc. is consolidated Non-GAAP operating
profit, and those results are provided in “1. (1) Business progress and results,” and “1. (2) Trends in financial position andprofit and loss.” As the reason for selecting this indicator, the Company has deemed that this is an appropriate indicator forevaluating the achievement of improvements to the medium- to long-term corporate value. In calculating performancelinked remuneration, basic points are allotted in a set period during each business year according to the role of each director
and the level of achievement, etc. of performance targets during the covered trust period of the officers remuneration BIP
trust. After the conclusion of the covered period, additional points allotted to persons covered by the system on the last dayof the final business year of the covered period are cumulatively added to the cumulative value of basic points (“Cumulative
Points”).
A number of the Company’s shares equal to the number of Cumulative Points is delivered or paid to persons covered by thesystem as share-based remuneration. Furthermore, 50% of the shares corresponding to the points in question (share of lessthan one unit rounded down) will be delivered as shares, and from the standpoint of securing funds to pay taxes, theremainder will be converted into cash, and cash corresponding to the amount converted to cash will be paid.
4. At the 23rd Ordinary General Meeting of Shareholders held on December 20, 2013, the amount of cash remuneration for
directors was set at up to ¥600 million annually (not including the portion of employee salaries paid to directors concurrently
serving as employees). The number of directors as of the conclusion of this ordinary general meeting of shareholders iseight.
Furthermore, in a separate framework from cash remuneration, at the 26th Ordinary General Meeting of Shareholders held
on December 20, 2016, the amount of trust funds provided to the trust as funds for the acquisition of the Company’ sharesassociated with the points allotted to directors (excluding outside directors and non-residents of Japan) as performancelinked share-based payments (officers remuneration BIP trust) was set at a maximum of ¥700 million, and the total points
at a maximum of 2,800,000 points (corresponding to 2,800,000 shares) for three business years. The number of directors asof the conclusion of this ordinary general meeting of shareholders (excluding outside directors and non-residents of Japan)
is six.
5. The amount of cash remuneration for company auditors was set at a maximum of ¥50 million annually at the 9th Ordinary
General Meeting of Shareholders held on December 14, 1999. The number of company auditors as of the conclusion of thisordinary general meeting of shareholders is one.
6. The board of directors has delegated the decisions on the amounts of individual director remuneration to Koki Sato,
Representative Director, Group President and Chief Executive Officer. The reason for the delegation is that the board of
directors deemed that the Representative Director, Group President and Chief Executive Officer is best suited to conduct
evaluations of the division for which each director is responsible while considering the Company’s overall performance,
etc. Furthermore, in deciding the details to be delegated, the board of directors reports on performance evaluations including- 37 -

the approach to evaluating independent outside directors and their personal evaluation to confirm the validity of
remuneration levels, and decides remuneration levels while referencing the opinions of independent outside directors.

4) Outside officers(a) Relationships between the Company and other companies where outside officers hold important
positionsCategory

Name

Important positions held at other companies

Relationship with the Company

CEO, ProNova Inc.

There is no business relationship.

External Director, MARUI GROUP Co., Ltd. There is no business relationship.
Director

Etsuko Okajima

Director

Yusuke Asakura

Director

Yoshiki Ishikawa

External Director, LANCERS, Inc.

There is no business relationship.

Outside Director, Yappli, Inc.

There is no business relationship.

External Director, Money Forward, Inc.

There is no business relationship.

Director, CHRO, Euglena Co., Ltd.

There is no business relationship.

Representative Director, Signifiant Inc.

There is no business relationship.

Director, Cancer Scan Co., Ltd.

There is no business relationship.

Director, Campus for H Inc.

There is no business relationship.

External Director, Gaiax Co. Ltd.
Professor,
University
Director

Akie Iriyama

Business

School,There is no business relationship.
WasedaExternal Director, ROHTO Pharmaceutical
There is no business relationship.
Co., Ltd.
Outside Director, Sanoh Industrial Co., Ltd.

There is no business relationship.

Partner, DNX Ventures

There is no business relationship.

Outside Director, HENNGE K.K.
Director

Mio Takaoka

There is no business relationship.

Outside Director, Information
International-Dentsu, Ltd.

There is no business relationship.
Services

There is no business relationship.

Outside director(Audit & Supervisory Committee Member), There is no business relationship.
KAYAC Inc.
Company Auditor Tadahiro Mouri

None.

There is no business relationship.

Senior Partner, Trident Lawyer Corporation

There is no business relationship.

Outside Director(Audit and Supervisory Committee Member), There is no business relationship.
Nippon Chemical Industrial Co., Ltd.
Company Auditor Mamoru Furushima

Outside Director(Audit & Supervisory Committee Member), There is no business relationship.
B-Lot Company Limited
Outside Audit & Supervisory Board Member,
There is no business relationship.
SECURE, INC.

Company Auditor Takeshi Okuyama

Partner,Mori Hamada & Matsumoto

There is no business relationship.

(b) Outline of major activities and duties carried out in relation to expected roles in the business year
under review
Category

Director

Name

Etsuko Okajima

Outline of major activities and duties carried out in relation to expected roles
Ms. Okajima attended all board of directors meetings held during the businessyear under review, where she made comments primarily informed by her
experience and insight as a corporate manager. Moreover, she has expressed
opinions appropriately as a member of the Nomination Advisory Committee,
which is a voluntary advisory organization of the Company. She has also
exchanged information and shared understanding on the Group’s management,
the board of directors’ activities, and the successor development plan for
managers, etc. in regular executive sessions composed of independent outside
directors held monthly.

- 38 -

CategoryDirector

Director

Director

Director

Name

Outline of major activities and duties carried out in relation to expected roles

Yusuke Asakura

Mr. Asakura attended all board of directors meetings held during the businessyear under review, where he made comments primarily from his professional
viewpoints as a corporate manager, as a researcher and as an investor. Moreover,he has expressed opinions appropriately as a member of the Nomination
Advisory Committee, which is a voluntary advisory organization of theCompany. He has also exchanged information and shared understanding on theGroup’s management, the board of directors’ activities, and the successor
development plan for managers, etc. in regular executive sessions composed ofindependent outside directors held monthly.

Yoshiki Ishikawa

Mr. Ishikawa attended all board of directors meetings held during the businessyear under review, where he made comments primarily from his professional
viewpoints as a preventive medicine researcher and as a founder of a company
using methods based on behavioral science. Moreover, as the chairperson of theNomination Advisory Committee, which is a voluntary advisory organization of
the Company, he has led deliberations on nomination of directors and compiled
proposed recommendations as the committee. He has also exchanged informationand shared understanding on the Group’s management, the board of directors’
activities, and the successor development plan for managers, etc. in regular
executive sessions composed of independent outside directors held monthly.

Akie Iriyama

Mr. Iriyama attended all board of directors meetings held during the businessyear under review, where he made comments primarily from his operational
experience as a consultant, along with professional, extensive experience andresults and considerable insight as a researcher specialized in management
strategies and the global management field. Moreover, he has expressed opinions
appropriately as a member of the Nomination Advisory Committee, which is avoluntary advisory organization of the Company. He has also exchanged
information and shared understanding on the Group’s management, the board of
directors’ activities, and the successor development plan for managers, etc. inregular executive sessions composed of independent outside directors held
monthly.

Mio Takaoka

Ms. Takaoka attended all board of directors meetings held during the businessyear under review, where she made comments primarily from her professional,
extensive experience and results and considerable insight of strategic investment,
new business development and finance. Moreover, she has expressed opinions
appropriately as a member of the Nomination Advisory Committee, which is avoluntary advisory organization of the Company. She has also exchanged
information and shared understanding on the Group’s management, the board of
directors’ activities, and the successor development plan for managers, etc. inregular executive sessions composed of independent outside directors held
monthly.

Company Auditor Tadahiro Mouri

Mr. Mouri attended all board of directors meetings and all board of company
auditors meetings held during the business year under review, where he madecomments primarily from his considerable insight and extensive operational
experience of auditing. He has also collaborated with and exchanged information
with outside officers by participating in regular executive sessions composed ofindependent outside directors.

Company Auditor Mamoru Furushima

Mr. Furushima attended all board of directors meetings and all board of company
auditors meetings held during the business year under review, where he madecomments primarily from his professional viewpoints as a certified public
accountant and as a lawyer. He has also collaborated with and exchanged
information with outside officers by participating in regular executive sessions
composed of independent outside directors.

Company Auditor Takeshi Okuyama

Mr. Okuyama attended all board of directors meetings and 13 of 14 board ofcompany auditors meeting held in business year under review, where he madecomments primarily from his professional viewpoints as a lawyer. He has alsocollaborated with and exchanged information with outside officers byparticipating in regular executive sessions composed of independent outside
directors.

- 39 -

(4) Financial auditor (as of September 30, 2022)
1) Name
KPMG AZSA LLC(Note)The Company’s Financial Auditor Deloitte Touche Tohmatsu LLC retired at the conclusion of the 31st
Ordinary General Meeting of Shareholders held on December 22, 2021.

2) Amount of remuneration, etc.
(a) Remuneration for audit services set forth in Article 2, paragraph (1) of the Certificated Public
Accountants Act to be paid by the Company¥90,240 thousand(b) Total amount of cash and other economic benefits to be paid to the financial auditor by the Company
and its subsidiaries¥92,560 thousand(Notes)1. The audit contract between the Company and the financial auditor does not distinguish between remuneration paid for theaudit conducted in accordance with the Companies Act and remuneration paid for the audit conducted in accordance with
the Financial Instruments and Exchange Act. Accordingly, the amount above is the aggregate amount.
2. The Company and its subsidiaries entrust the financial auditor with advisory, guidance and other services related to finance,
which are non-audit services other than the services set forth in Article 2, paragraph (1) of the Certificated Public
Accountants Act, and duly pays consideration for such services.
3. The board of company auditors, based upon the “Practical Guidelines for Cooperation with Financial Auditors” released by
the Japan Audit & Supervisory Board Members Association, conducts confirmation of the auditing plans of the financial
auditor, the status of execution of audit, the grounds for calculation of remuneration estimates and other matters, and having
investigated these, gives consent to remuneration, etc. for the financial auditor in accordance with Article 399, paragraph(1) of the Companies Act.

3) Details of limited liability agreement
Not applicable.
4) Policy for determining of the dismissal or non-reappointment of financial auditor
In the event that there is an obstacle to the execution of duties by the financial auditor, or whenotherwise deeming the action necessary, the board of company auditors will determine the content ofan agenda to be proposed to the General Meeting of Shareholders regarding the dismissal or nonreappointment of the financial auditor. In addition, when any of the matters prescribed in the items in
Article 340, paragraph (1) of the Companies Act are applicable to the financial auditor, the board ofcompany auditors will dismiss the financial auditor with the unanimous consent of the company
auditors.
5) Business suspension order to which the financial auditor was subjected during the past two years
Nothing noteworthy to report.

- 40 -

3. Structure and policy of the Company(1) Policy regarding the determination of dividends of surplus, etc.
With regard to the dividends of surplus, we will consider our consolidated earnings performance foreach business year, the need to fortify our financial position, the Group’s forward-looking businessstrategy, and other factors while at the same time endeavoring to maintain a dividend payout ratio ofaround 15% of profit attributable to owners of parent and provide a return of profit within the limit ofthe distributable amount of the Company. Furthermore, taking into consideration the importance ofcontinuity and stability of dividend payments, we have established a general principle to provide aminimum annual dividend of ¥2 per share to follow a basic practice of providing an appropriate levelof profit distribution in accordance with the business growth. In addition, we will endeavor to utilize
our internal reserves for investments in training personnel, optimizing and reinvigorating our existing
businesses, and capturing new business areas that have the potential for high growth and profitability.
Furthermore, as for the acquisition of treasury shares, the Company shall implement it appropriately
while taking into account the financial status, trend of the share price and other factors, in order toincrease shareholder returns through improvement of the capital efficiency as well as to pursue the agile
capital policy that responds to changes in the management environment.
Based on these policies, the Company will pay a year-end dividend of ¥4.6 per share for the businessyear under review.
(2) Systems to ensure the properness of operations
1) Systems to ensure the properness of operations of the corporate group comprised of the Company andits subsidiaries(a) The corporate group comprised of the Company and its subsidiaries (hereinafter referred to as the“Group”) is managed under a holding company structure in which the Company is a holding
company and its subsidiaries are operating companies. By separating the managerial function fromthe function of executing its individual businesses, the Group shall work to facilitate the delegationof authority to its operating subsidiaries and strengthen the Company’s function of monitoring theGroup’s businesses.
(b) The Company’s function of managing the business of its operating subsidiaries shall be implemented
effectively and efficiently based on the execution of its direct and indirect shareholders’ rights andunder the “Basic Agreement on Business Management Services for the Group” entered into with theoperating subsidiaries.
(c) The Company shall establish principles, regulations, guidelines and others common to the Group to
ensure efficient and proper execution of duties by the Group’s directors, Group Executive Officers
and employees (hereinafter referred to as “officers and employees”).
(d) The Company shall clarify a system for reporting any situations concerning execution of duties by
the Group’s officers and employees such as the state of the business and financial results to theCompany’s board of directors or the Group Management Meeting. In cases where certain significant
decisions are made, prior approval of the Company’s board of directors or the Group Management
Meeting shall be required.
(e) The Internal Auditing Office of the Company shall provide assurance operations (auditing andguarantee function) and consulting operations (advisory and guidance function) from an independentand objective position to the Group, and examine and assess the status of ensuring the properness ofoperations of the entire Group.
2) Systems to ensure compliance with laws and regulations and the Articles of Incorporation by directors
and employees when executing their duties(a) Officers and employees of the Group shall recognize compliance with laws and regulations and social
ethics as being one of basic points for the Group to fulfill its corporate social responsibilities, improve
corporate value and achieve sustainable growth, and practice the compliance through the Group’s
sustainability activities.
(b) The Group’s corporate philosophy and code of conduct shall call for compliance with laws andregulations and social ethics and adopt it as the Group’s basic policy for the business operation.
- 41 -

(c) Directors and Group Executive Officers of the Group shall practice and encourage the compliancewith laws and regulations and social ethics proactively.
(d) Directors and Group Executive Officers shall assign authorities for execution of duties appropriately
and clearly and execute the duties in accordance with regulations including the regulations of theboard of directors and the regulations of the Executive Officers.
(e) In the event that directors and Group Executive Officers find a violation of laws and regulations orother important facts regarding compliance, they shall report to the Company’s board of directors or
the Group Management Meeting without delay and take corrective measures.
(f) The Company shall conduct regular compliance trainings for the Group’s officers and employees
continuously and have the Internal Auditing Office, which is directly under Group President andChief Executive Officer, perform internal audits of the Group.
(g) In order to respond appropriately to reporting or consultation from the Group’s officers andemployees on organizational or individual violations of laws and regulations, detect and amend
inappropriate actions and others early, and strengthen the compliance, the Company shall establish awhistleblower hotline with external lawyers being as the person who directly receives a report.
3) Systems for the storage and management of information regarding the execution of duties by directors(a) With regard to information security of the Group, the Company shall set the “Basic Policy on
Information Security,” develop internal regulations regarding information security in line with laws
and regulations, and establish the “Security Management Office” to oversee and manage information
security in an integrated and effective manner under the common policy as the Group.
(b) With regard to documents, forms and other records related to duties of the Group’s officers andemployees (including electromagnetic records), the Company shall develop internal regulations
regarding document management in line with laws and regulations, and manage and store such
documents in an integrated and effective manner under the common policy as the Group.
(c) With regard to personal information management of the Group, the Company shall establish “Privacy
Policy,” develop internal regulations regarding personal information security in line with laws andregulations, and manage such information in an integrated and effective manner under the common
policy as the Group.
(d) With regard to documents, forms and other records related to duties of the Group’s officers andemployees (including electromagnetic records), the Company shall establish a system to ensure that
directors and company auditors can have access to these records at any time.
(e) With regard to insider information on shares of listed companies, the Company shall establish the“Group Regulations on Prevention of Insider Trading,” manage such information in an integrated
and effective manner under the common policy as the Group, and communicate it to the division in
charge of information disclosure appropriately.
(f) When storing and managing information through electromagnetic records, the Company shall strive
to gather the up-to-date information on threats for electronic information to build the latest system
for storage and management possible.
4) Regulations and other systems for managing the risk of loss(a) In order to recognize significant events that may affect the business management of the Group,
identify, analyze and assess risks that may harm the development and growth of the business, andmake responses to the risks such as risk aversion, mitigation, transfer and others, the Company shallestablish the “Group Risk Management Regulations” and set up the “Group Risk Management
Committee” as a body to oversee and manage such risks in an integrated and effective manner under
the common policy as the Group.
(b) With regard to usual risk management of the Group, each operating subsidiary or division shall makea risk assessment and response to the risk, and the Group Risk Management Committee shall receivea report from the operating subsidiary or division and oversee the risk management of the Group.
(c) In case of an emergency, the “Crisis Management Headquarters” with the Group President and Chief
Executive Officer as its head shall oversee the risk management of the Group.
- 42 -

(d) Risk management policies of the entire Group as well as assessment of and responses to the risks
related to strategic decision-making such as management strategy and merger and acquisition shallbe treated as the exclusive prerogatives of the Company’s board of directors. In making thesemanagement decisions, the Company shall assess the risks appropriately.
(e) The Company shall establish a reporting system for any event or indication that may affect the Groupsignificantly in cases where risks have become apparent, so that its board of directors can figure out
such an event or indication in advance.
5) Systems to ensure the efficient execution of duties by directors(a) The Company’s board of directors shall make decisions on matters stipulated in laws and regulations
and the Articles of Incorporation and the execution of important operations, and transfer its authority
to Group Executive Officers with regard to the execution of other operations pursuant to the“regulations of the board of directors” and the “Resolution and Entrustment Criteria” to ensureswiftness and efficiency of the execution of duties.
(b) Multiple subsidiary groups that are part of the same chain of command in the Group shall be deemed
as companies without board of directors in terms of institutional design under the Companies Act inorder to promote the swiftness and efficiency of the decision-making process. Their information shallbe consolidated by the Company’s board of directors or the management meeting of the coresubsidiary to uniform the decision-making process.
(c) Directors and Group Executive Officers shall execute duties efficiently based on the Medium-TermBusiness Policies and goals and annual budget set by the Company’s board of directors, as well asreport the progress of these policies and goals and budget to the Company’s board of directors or theGroup Management Meeting and implement necessary improvement measures.
(d) In cases where subsidiaries make significant decisions, approval of the Company’s board of directors
or the Group Management Meeting shall be required, and coordination shall be made for the efficient
resource allocation avoiding overlaps of business activities and capital investments between the
Company and subsidiaries or between subsidiaries.
6) Matters relating to employees that assist the company auditors upon the request of such company
auditors, independence of the relevant employees from directors and effectiveness of directions given
to such employees of the company auditors to be ensured(a) Employees that assist the company auditors shall be assigned at the request of company auditors.
(b) Employees that assist the company auditors shall not concurrently serve other duties and posts.
(c) Matters related to personnel evaluations, personnel transfers, disciplinary actions, etc. for employeesthat assist the company auditors shall be conducted separately from the other employees anddetermined with the consent of the company auditors.
7) Systems for enabling directors and employees to make reports to company auditors and systems for
ensuring that the persons who made such reports shall not be treated disadvantageously on the grounds
that they have submitted the said reports(a) Company auditors of the Company may attend the board of directors meetings of the Company,
Group Management Meeting and other important meetings, and request explanations from officers
and employees as necessary.
(b) In cases where company auditors request reports on operations or inspections of documents such as
minutes, approval documents and accounting books, officers and employees of the Group shall
respond to the request in a prompt and appropriate manner.
(c) In the event that officers and employees of the Group detect any facts or situations that may causesignificant damage to the companies, such officers and employees shall immediately report thematters to company auditors.
(d) The Company shall establish regulations for prohibiting removal from duty, discharge and any otherdisadvantageous treatment to officers and employees of the Group on the grounds that the officers
and employees made a report to company auditors, and make the regulations well known.

- 43 -

(e) All of the internal audit reports conducted by the Internal Auditing Office shall be reported to theboard of company auditors.
8) Matters relating to policies on procedures for prepayment or reimbursement of expenses arising fromthe execution of duties by company auditors and processing of other expenses or obligations arisingfrom the execution of duties by company auditors
Expenses that are considered necessary in the execution of duties of company auditors shall bebudgeted in advance. In cases where company auditors request payment for reasonable expenses forthe execution of their duties, the Company shall accept the request.
9) Systems for ensuring the effective functioning of audits by company auditors(a) The Company shall ensure that it provides its company auditors with opportunities to sufficiently
exchange opinions with the Group President and Chief Executive Officer, outside directors, financial
auditor and internal auditors.
(b) The Company shall establish a system that allows its company auditors to perform audits equivalent
to audits of the Company by the company auditors under individual agreements between the
Company and its subsidiaries, in addition to investigations of subsidiaries under laws and regulations,so that the company auditors can audit the entire Group effectively and efficiently as needed.
(3) Overview of status of management of systems to ensure the properness of operations
1) Information on compliance and risk management
With regard to the status of compliance and risk management among the entire Group, the Company
shall regularly hold the meeting of the Group Risk Management Committee and share the information
relating to the correspondence status, etc.
Regular compliance trainings for officers and employees have been provided to raise the employee’s
awareness on compliance. In addition, the Company established the internal reporting system for theGroup and informed all employees about it.
2) Information on the execution of duties by directors
The board of directors comprises of seven directors, including five outside directors. In addition, four
company auditors including three outside company auditors also attend the meetings of the board of
directors. During the business year under review, the board of directors held meetings 14 times to ensure
the execution of duties in compliance with laws and regulations and the Articles of Incorporation bymeans of the managerial decision-making through full and thorough discussions and other measures.
3) Information on the execution of duties by company auditors
The board of company auditors comprises of four company auditors, including three outside company
auditors. During the business year under review, the board of company auditors held meetings 14 times
to mainly receive reports from full-time company auditor on the status of operations of the Company
and exchange opinions mutually among company auditors.
In addition to that, company auditors shall provide supervision of execution of duties by directors byattending the important meetings including the meeting of the board of directors and GroupManagement Meeting, and regularly exchange information with the Group President and Chief
Executive Officer, financial auditor and Internal Auditing Office.
(Note) Figures in this Business Report are rounded to the nearest unit.

- 44 -

Consolidated Financial Statements
Consolidated Statement of Financial Position(Thousand yen)Account
AssetsCurrent assets
Cash and cash equivalents
Trade receivables

32nd term(At September
30, 2022)(Reference)

31st term

Account(At September
30, 2021)

Liabilities and Equity
Liabilities
Current liabilities
Trade payables
Other financial
liabilities
Income taxes payable
Other current liabilities

21,340,076
18,285,273

16,899,990
16,085,450

Inventories

103,154

119,530

Other financial assets
Other current assets

98,953757,815

12,941
333,622

Total current assets
Non-current assets
Property, plant andequipment
Right-of-use assets
Goodwill

40,585,272

33,451,533

235,022

310,284

1,090,965
4,693,055

1,653,760–

Intangible assets

525,138

67,290Total non-current
liabilities

33,342,226

997,026

6,904,527

3,929,443

24,24432,646

Deferred tax assets

1,330,663

1,569,185

Total non-current assets

48,145,841

8,559,635

Investments accounted forusing equity method
Other financial assets
Other non-current assets

88,731,112

42,011,169(At September
30, 2022)(Reference)

31st term(At September
30, 2021)

16,891,357

14,043,615

4,910,042

2,549,116

557,879
2,847,110

1,024,502
2,711,491

25,206,388

20,328,724

531,226

3,082,067

159,063
80,366

155,090–

770,655

3,237,157

Total liabilities

25,977,043

23,565,881

EquityEquity attributable toowners of parent
Share capital

18,428,004

2,125,384

25,309,728(575,707)
19,671,818

3,901,272(1,691,842)
14,322,283(128,588)(230,678)

62,705,254

18,426,419

48,81562,754,069

18,86918,445,288

88,731,112

42,011,169

Total current liabilities
Non-current liabilities
Other financial
liabilities
Provisions
Deferred tax liabilities

Capital surplus
Treasury shares
Retained earnings
Other components ofequityTotal equity attributableto owners of parent
Non-controlling interests
Total equity

Total assets

32nd term

Total liabilities and equity(Note) Figures are rounded to the nearest unit.

- 45 -

Consolidated Statement of Profit or Loss
32nd term(From October 1, 2021
to September 30, 2022)

Account(Thousand yen)
(Reference)
31st term(From October 1, 2020
to September 30, 2021)

Revenue
Cost of sales

28,818,924
6,098,494

21,383,875
4,098,765

Gross profit
Selling, general and administrative expenses
Other income
Other expenses

22,720,430
17,057,829
23,332
246,044

17,285,110
13,744,932
395,197285,329

Operating profit
Finance income
Finance costs
Share of profit of investments accounted for using equity
method5,439,888
2,069,190
334,594

3,650,046
251,246
48,331

1,066,228

57,756

Profit before tax
Income tax expense

8,240,713
2,490,040

3,910,716
1,303,827

Profit5,750,673

2,606,889

Profit attributable to:
Owners of parent
Non-controlling interests

5,733,564
17,1092,604,103
2,786

Total

5,750,673

2,606,889(Note) Figures are rounded to the nearest unit.

- 46 -

(Reference) Consolidated Statement of Comprehensive Income

Account
ProfitOther comprehensive income
Items that will not be reclassified to profit or loss
Net changes in financial assets measured at fair value
through other comprehensive income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
Cash flow hedges

32nd term(From October 1, 2021
to September 30, 2022)
5,750,673(Thousand yen)
31st term(From October 1, 2020
to September 30, 2021)
2,606,889

25,055

8,301

114,591
8,356

24,21012,849148,001

45,359Total comprehensive income

5,898,674

2,652,248

Comprehensive income attributable to:
Owners of parent
Non-controlling interests

5,881,565
17,1092,649,462
2,786

Comprehensive income

5,898,674

2,652,248

Total other comprehensive income, net of tax(Note) Figures are rounded to the nearest unit.

- 47 -

Consolidated Statement of Changes in Equity
32nd term (From October 1, 2021 to September 30, 2022)(Thousand yen)
Equity attributable to owners of parent

Balance at October 1,
2021
ProfitOther comprehensive
incomeTotal comprehensive
incomeIssuance of newsharesDividends of surplus
Purchase of treasury
sharesObtaining of controlof subsidiaries
Other

Noncontrollinginterests

Total equity

18,86918,445,288

5,733,564

17,1095,750,673

148,001

148,001–

148,001

5,733,564

148,001

5,881,565

17,1095,898,674–––

32,464,257–

32,464,257––(429,940)–(429,940)–(429,940)

–

–

(26)

–

–

(26)

–

(26)

–

5,102,147

1,116,161––

6,218,308

14,9026,233,210(45,911)

144,671(2,064)

142,606

Retainedearnings

Other
componentsof equity

Share capital

CapitalsurplusTreasuryshares2,125,384

3,901,272(1,691,842) 14,322,283

–

–

–

5,733,564

–

–

–

–

–

–

–

–

16,302,620

16,161,638

–

Total

(230,678) 18,426,419–

144,671–

45,911

Total transactions
with owners

16,302,620

21,408,456

1,116,135(384,029)(45,911) 38,397,270

12,83838,410,107

Balance at September
30, 2022

18,428,004

25,309,728(575,707) 19,671,818(128,588) 62,705,254

48,81562,754,069(Note) Figures are rounded to the nearest unit.

- 48 -

(Reference) 31st term (From October 1, 2020 to September 30, 2021)(Thousand yen)
Equity attributable to owners of parent

Balance at October 1,
2020
ProfitOther comprehensive
incomeTotal comprehensive
incomeDividends of surplus
Other
Total transactions
with owners
Balance at September
30, 2021

Noncontrollinginterests

Total equity

17,97815,811,357

2,604,103

2,786

2,606,889

45,35945,359–45,3592,604,103

45,3592,649,462

2,786

2,652,248––(252,906)–––(252,906)
236,484–(1,895)(252,906)
234,589–(252,906)–(16,422)(1,895)(18,317)(230,678) 18,426,419

18,86918,445,288

Othercomponentsof equity

Share capital

CapitalsurplusTreasurysharesRetainedearnings

2,125,384

3,664,788(1,691,842)

11,971,086

–

–

–

2,604,103

–

–

–

–

–

–

–

–

–
–

–
236,484–

236,484

2,125,384

3,901,272(1,691,842) 14,322,283(Note) Figures are rounded to the nearest unit.

- 49 -

Total(276,037) 15,793,379

Non-consolidated Financial Statements
Non-consolidated Balance Sheet
Account

32nd term

AssetsCurrent assets
Cash and deposits
Accounts receivable - trade

Accounts receivable - other
Short-term loans receivable fromsubsidiaries and associates
Current portion of long-termloans receivable fromsubsidiaries and associates

10,893,718

Current liabilities
Current portion of long-termborrowings

8,855,641
430,564

3,477,094
2,000,000

Accounts payable - other477,136

Accrued expenses

18,136

Income taxes payable

465,847

Deposits received

17,447

185,000

Provision for bonuses

42,572210,000

Provision for share awards for
directors (and other officers)

444,018

Other

11,935936
224,588
1,009,782

Other36,536

Allowance for doubtful accounts(59,330)

Non-current assets(At September 30, 2022)

Liabilities

Supplies
Prepaid expenses

Account(At September 30, 2022)(Thousand yen)
32nd term

Non-current liabilities
Other

46,569,371

3,558
3,558

Property, plant and equipment

75,613

Total liabilities

3,480,652

Buildings

10,051Net Assets

Tools, furniture and fixtures

59,004

Shareholders’ equity

53,927,712

Other

6,557

Share capital

18,428,003

Intangible assets

44,212

Capital surplus

24,125,671

Software43,585

Legal capital surplus

18,836,552

Other

627

Other capital surplus

5,289,119
11,949,744

Investments and other assets

46,449,544

Retained earnings

Investment securities

4,646,130

Legal retained earnings

70,867

Shares of subsidiaries andassociates

40,150,808

Other retained earnings

11,878,877

Leasehold and guarantee deposits

524,246

General reserve

Deferred tax assets

122,359Retained earnings brought
forwardOther

1,006,000

Treasury shares
Valuation and translation
adjustments
Valuation difference on
available-for-sale securities
Deferred gains or losses onhedgesTotal assets

57,463,089

400,000
11,478,877(575,706)
54,72457,714(2,990)Total net assets

53,982,437

Total liabilities and net assets

57,463,089(Note) Figures are rounded down to the nearest unit.

- 50 -

Non-consolidated Statement of Income(Thousand yen)
32nd term(From October 1, 2021
to September 30, 2022)

Account
Operating revenue
Operating expenses

5,494,812
2,619,633

Operating profit
Non-operating income
Interest income
Dividend income
Gain on valuation of investment securities
Other

2,875,179
2,103,918
8,410
34,026
2,059,661
1,820

Non-operating expenses
Interest expenses
Loss on valuation of investment securities
Listing expenses
Commission expenses
Share issuance costs
Other

614,956
19,03026,907
12,611
353,204
203,2020

Ordinary profit
Extraordinary income
Reversal of allowance for doubtful accounts for subsidiaries and associates
Other

4,364,140
92,554
92,48965

Extraordinary losses
Loss on valuation of shares of subsidiaries and associates
Loss on valuation of investment securities
Provision of allowance for doubtful accounts for subsidiaries and associates
Other

377,843296,597
23,80954,915
2,521

Profit before income taxes
Income taxes - current
Income taxes - deferred

4,078,852
453,784(48,280)

Profit

3,673,348(Note) Figures are rounded down to the nearest unit.

- 51 -

Non-consolidated Statement of Changes in Equity
32nd term (From October 1, 2021 to September 30, 2022)(Thousand yen)
Capital surplus
Share capital Legal capital Other capital Total capitalsurplussurplussurplus
Balance at
beginning of
2,125,384 2,533,932
periodChanges during
periodIssuance of new
16,302,619 16,302,619
sharesDividends of––surplusProfit––Purchase of––treasury shares
Disposal of––treasury shares
Net changes in
items other than––shareholders’equityTotal changes
16,302,619 16,302,619
during period
Balance at end of
18,428,003 18,836,552
period186,971

Shareholders’ equity
Retained earnings
Other retained earnings
Legal
Retainedretained
Generalearnings
earnings
reservebrought
forwardValuation and translation adjustments

Total
retainedearnings

Valuation
DeferredTotal
difference on
Treasurygains orshareholders’ availableshareslosses onequityfor-salehedgessecurities

Total
valuationandtranslation
adjustments

Total net
assets2,720,904

70,867400,000

8,241,383

8,712,250(1,691,841) 11,866,696

6,227(11,345)(5,118) 11,861,578– 16,302,619

–

–

–

–

– 32,605,239––– 32,605,239

–

–

–

–

(435,853)(435,853)–(435,853)–––(435,853)

–

–

–

–

3,673,348

3,673,348–

3,673,348–––

3,673,348

–

–

–

–

–

–

(25)

(25)

–

–

–

(25)

5,102,147

5,102,147

–

–

–

–

1,116,160

6,218,308–––

6,218,308

–

–

–

–

–

–

–

–

51,487

8,355

59,842

59,842–

3,237,494

3,237,494

1,116,134 42,061,016

51,487

8,355

59,842 42,120,859

400,000 11,478,877 11,949,744(575,706) 53,927,712

57,714(2,990)54,724 53,982,437

5,102,147 21,404,767–

5,289,119 24,125,671

70,867(Note) Figures are rounded down to the nearest unit.

- 52 -

Board of Company Auditors’ Report

Audit Report
With respect to the directors’ performance of their duties during the 32nd business year from October 1, 2021
to September 30, 2022, the board of company auditors has prepared this audit report after deliberations basedon the audit reports prepared by each of the company auditors, and hereby reports as follows:
1. Method and Contents of Audit by the Company Auditors and the Board of Company Auditors(1) The board of company auditors has established the audit policies, allocation of duties, etc. and received
a report from each of the company auditors regarding the status of implementation of their audits andresults thereof. In addition, the board of company auditors has received reports from the directors, etc.,
and the financial auditor regarding the status of performance of their duties, and requested explanations
as necessary.
(2) In conformity with the audit regulations for company auditors established by the board of company
auditors, and in accordance with the audit policies and allocation of duties, etc., and while utilizing theInternet and other means, each of the company auditors endeavored to facilitate a mutual understanding
with the directors, the Internal Audit Division and other employees, etc., endeavored to collectinformation, maintain and improve the audit environment, and conducted the audits based on themethods described below.
1) Each of the company auditors has attended the meetings of the board of directors and other important
meetings, received reports on the status of performance of duties from the directors and employees,
etc., and requested explanations as necessary, examined important approval/decision documents, andinspected the status of the corporate affairs and assets. Also, with respect to the subsidiaries, each of
the company auditors endeavored to facilitate a mutual understanding and exchanged information withthe directors and company auditors, etc. of each subsidiary and received from subsidiaries reports on
their respective business as necessary.
2) Each of the company auditors monitored and inspected the contents of the board of directors’
resolutions regarding the development and maintenance of the systems to ensure compliance with laws
and regulations and the Articles of Incorporation by directors when executing their duties stated in theBusiness Report and other systems that are set forth in Article 100, paragraphs (1) and (3) of theRegulation for Enforcement of the Companies Act as being necessary for ensuring the appropriatenessof the corporate affairs of the corporate group comprised of a stock company and its subsidiaries, andthe status of the establishment and operation of the systems (internal control systems) based on such
resolutions. With respect to the internal control related to the financial report, the board of company
auditors received reports regarding the assessment and status of their audits from the directors, etc.
and KPMG AZSA LLC, and also requested explanations when necessary.
3) Each of the company auditors monitored and verified whether the financial auditor maintained its
independence and properly conducted its audit, received a report from the financial auditor on thestatus of its performance of duties, and requested explanations as necessary. Each of the company
auditors was notified by the financial auditor that it had established a “system to ensure that the duties
are performed appropriately” (the matters listed in the items of Article 131 of the Regulation on
Corporate Accounting) in accordance with the “Quality Management Standards Regarding Audits”(Business Accounting Council, October 28, 2005), and requested explanations as necessary.
Based on the above-described methods, each of the company auditors examined the Business Report and the
supplementary schedules, the Non-consolidated Financial Statements (Non-consolidated Balance Sheet,
Non-consolidated Statement of Income, Non-consolidated Statement of Changes in Equity and Notes to Nonconsolidated Financial Statements) and the supplementary schedules thereof, as well as the Consolidated
Financial Statements (Consolidated Statement of Financial Position, Consolidated Statement of Profit or Loss,
Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements, all preparedby omitting some disclosure items required under IFRS as provided for by Article 120, the latter part ofparagraph (1) of the Regulation on Corporate Accounting), for the business year under review.

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2. Results of Audit(1) Results of audit of Business Report, etc.
1) We acknowledge that the Business Report and the supplementary schedules thereof fairly present thestatus of the Company in conformity with the applicable laws and regulations and the Articles ofIncorporation of the Company.
2) We acknowledge that no misconduct or material fact constituting a violation of any law or regulationor the Articles of Incorporation of the Company was found with respect to the directors’ performanceof their duties.
3) We acknowledge that the board of directors’ resolutions with respect to the internal control systems
are appropriate. We did not find any material matter to be mentioned with respect to the content of theBusiness Report or the directors’ performance of their duties concerning the internal control systems,
including the internal control related to the financial report.
(2) Results of audit of Non-consolidated Financial Statements and their Supplementary Schedules
We acknowledge that the methods and results of audit performed by the financial auditor, KPMG AZSA
LLC, are appropriate.
(3) Results of audit of Consolidated Financial Statements
We acknowledge that the methods and results of audit performed by the financial auditor, KPMG AZSA
LLC, are appropriate.
November 22, 2022
Board of Company Auditors
SEPTENI HOLDINGS CO., LTD.
Full-time Company Auditor Tadahiro Mouri
Company Auditor

Mamoru FurushimaCompany Auditor

Takeshi Okuyama

Company Auditor

Yoshinobu Ise(Note)
Full-time company auditor Tadahiro Mouri, company auditor Mamoru Furushima and company auditor
Takeshi Okuyama are outside company auditors, as set forth in Article 2, item 16, and Article 335,
paragraph (3) of the Companies Act.

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(Reference) Sustainability of the Septeni Group
1. Establishment of the Sustainability Committee
In 2016, the Septeni Group established the CSR Committee and has been working to help resolve social
issues through its businesses. On the other hand, addressing sustainability and ESG issues such as thematters related to the revision of the Corporate Governance Code in June 2021, the expansion of ESG
investments, and changes in the consciousness of consumers, are becoming increasingly important to theGroup’s management and business.
In light of such changes in society, the Septeni Group reorganized its CSR Committee and established theSustainability Committee as a voluntary advisory body in order to support the decision-making of the boardof directors in January 2022. The Committee is actively promoting discussions and deliberations onsustainability activities and on setting KPIs and disclosing data related to sustainability.
The Committee now includes members such as employees of the future generation under 30 years old andfemale managers. We thus aim to produce innovative results from the Committee’s sustainability activities
through discussions that include diverse points of view. Through its activities, the Committee aims for theGroup’s sustainable growth and to increase its corporate value, as well as for sustainability for multistakeholders.

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2. Sustainability Topics◆SocialChanneling diversity into competitive strength

We implement work styles that leverage the strengths of each individual as we promote diversity andinclusion initiatives to channel diversity into competitive strength.
The ratio of female managers at our major Group companies in Japan was 22% in
2021, representing good progress from the 16.7% ratio in 2018. We intend to achieve a
25% female manager ratio in 2023 through in-house awareness-raising activities aswell as supporting both male and female employees in smoothly taking childcare leaveand other support such as for working parents to balance their work and home lives.
Ongoing LGBT-related initiatives have been recognized for the fourth consecutive year with a “Goldranking” in the “PRIDE Index,” an initiative that supports sexual minorities in the workplace.
◆SocialSupport the sound development of the digital advertising industry

We provide a variety of solutions and promote ad verification initiatives. We aim toprotect advertisers’ brands by ensuring that advertisements are not served on
inappropriate serving surfaces, and to detect and reduce all types of fraudulent(invalid) traffic, such as impression padding by machines. In recognition of these
activities, JICDAQ certified us as a “Quality Certified Business Operator” for both“exclusion of invalid delivery including ad-fraud” and “assurance of brand safety
associated with the quality of ad placements.”◆Environment

Disclosing GHG emissions

We are gaining an overall understanding of GHG emissions throughout the Group and are disclosing suchinformation in the integrated report and on the corporate website in order to help achieve a decarbonizedsociety. The shift to remote work in 2020 and 2021 has significantly reduced GHG emissions from
employee commuting and business travel. We will continue working to balance business activities withlowering our impact on the environment.

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