COPRO-HOLDINGS. Co., Ltd.
15th Annual General Meeting of Shareholders
Convocation Notice
Date/Time:Thursday, June 24, 2021
10:00 a.m. (check-in begins at 9:00 a.m.)

Location:

Meeting room in the conference hall
Dai Nagoya Building, 5th Floor
3-28-12 Meieki, Nakamura-ku
Nagoya-shi, Aichi Prefecture

Resolution:

Appropriation of Retained Earnings<Notice Concerning Infection Prevention Measures for COVID-19>
Company staff will wear masks to prevent the spread of COVID-19. We ask that shareholders attending the General
Meeting of Shareholders consider the circumstances on the day of the annual meeting and their own physical condition
and wear a mask and take other precautions accordingly.
We also ask all shareholders to exercise their voting rights in advance by mailing in the written form or through theInternet, to the extent possible.

To Our Shareholders:This is the convocation notice of the 15th Annual General Meeting of
Shareholders that will be convened on Thursday, June 24, 2021.
The 15th period was a major turning point for COPRO-HOLDINGS.
Co., Ltd. (the “Company”) and society. The COVID-19 pandemic
continues to rage, impacting employment and casting a dark shadow overpeople’s lives. In September 2020, the Company changed its market
listings to the First Sections of the Tokyo Stock Exchange and the
Nagoya Stock Exchange, amid these conditions.
The Company adopted the theme of “innovation and challenge” forthe 15th period onward. We will reform existing businesses to support
current revenues, push ahead on the challenge of new businesses, andstrive to enhance enduring corporate value. The Company will achievethese goals by taking action on workstyle reform, improving the cost
ratio, implementing innovations in sales aimed at achieving explosive
growth in the future, and improving operating efficiency through newcore systems.
We intend to unite and work diligently as one team to earn the trustof our shareholders and other stakeholders and be a company that is able
to contribute to society in many ways.
I sincerely ask all shareholders for your continued guidance andencouragement.

Officers
Kazumi Ogai
Executive Director

Masahiko Saito
Managing Director

Yusuke Koshikawa
Director

Norio Hayama
Outside Director

Masashi Fujimaki
Outside Director

Yoshiaki Hoshino
Full-time Auditor

Manabu Haruma
Outside Auditor

Atsushi Okura
Outside Auditor

Kosuke Kiyokawa
CEOThis document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

(Securities code: 7059)
June 7, 2021

TO: All Shareholders
Kosuke Kiyokawa
CEO
COPRO-HOLDINGS. Co., Ltd.
3-28-12 Meieki, Nakamura-ku
Nagoya-shi, Aichi Prefecture

15th Annual General Meeting of Shareholders Convocation Notice
We hereby invite you to attend the 15th Annual General Meeting of Shareholders for COPROHOLDINGS. Co., Ltd. The details are provided below.
Instead of attending on the day of the meeting, we ask shareholders to consider the Reference
Materials for the General Meeting of Shareholders provided below, and then exercise yourvoting rights by postal mail or electronically (through the Internet) by 6:00 p.m. on
Wednesday, June 23, 2021, according to instructions (Japanese language only).

1. Date/Time:Thursday, June 24, 2021, 10:00 a.m. (check-in begins at 9:00 a.m.)

2. Location:

Meeting room in the conference hall, Dai Nagoya Building, 5th Floor
3-28-12 Meieki, Nakamura-ku, Nagoya-shi, Aichi Prefecture(See the venue map and directions at the end (Japanese language only).)

3. Objectives
Reports
1. Business report and consolidated financial statements for the 15th period (April 1, 2020
to March 31, 2021), and findings of audit of the 15th period consolidated financial
statements by the accounting auditor and Board of Auditors
2. Report on the non-consolidated financial statements for the 15th period (April 1, 2020
to March 31, 2021)
Resolution
Resolution: Appropriation of Retained Earnings

1Reference Materials for the General Meeting of Shareholders
Resolution: Appropriation of Retained Earnings
The Company recognizes return to shareholders as a top priority management issue. Our basic
policy is to take future business expansion and other salient factors into consideration in determining
dividends while maintaining stable dividends.
In regard to year-end dividends, the Company would like to declare a special dividend of fiveyen per share to commemorate the change in listings of the Company’s stock to the First Sections of
the Tokyo Stock Exchange and Nagoya Stock Exchange on September 11, 2020. We would like toprovide the following year-end dividends in return for the support of our shareholders.
1.

Form of dividend
Cash

2.

Dividend allocation and total dividends
55 yen per share of the Company’s common stock (ordinary dividends of 50 yen per
share plus a 5-yen commemorative dividend)
Total dividends: 262,560,815 yen

3.

Date of dividend pay-out from retained earnings
June 25, 2021

Note: The Company executed a stock split of two shares per common share on April 1, 2021. The“dividend per share” noted here is the amount prior to the stock split.

2

(Attachment)

Business Report(

From April 1, 2020
to March 31, 2021)

1. Current Status of Corporate Group
1) Business Conditions During the Consolidated Fiscal Year Under Review(1) Business Operations and Results
During the fiscal year under review, uncertainty over future conditions
persisted in the Japanese economy due to rising nationalistic protectionism,
concentration of profits in oligopolistic companies such as Google, Apple,
Facebook, and Amazon (GAFA), and the impact from the global COVID-19
pandemic, in addition to the continuing state of international tension caused by
U.S.-China conflict. While economic measures supported public investment in thedomestic construction industry, a reluctance to invest was seen in private
investment due to the economic uncertainty and conditions remained weak. The
personnel dispatching business continued to see strong demand amid these
conditions as many industries struggled to secure human resources due the decline
in the working population in Japan. This is especially true in the construction andplant industries, which are the main customers of the COPRO Group. These
industries are facing the issues of aging engineers and a shortage of young
engineers, both of which are worsening at a rapid pace, and are expected to increaseuse of dispatched engineers in the future.
Based on this business environment, the COPRO Group has strengthened ourbusiness base by opening new branches (Niigata Branch, Chiba Branch, Shizuoka
Branch, Kitakyushu Plant Branch) and rebuilding existing branches. We opened a
new “Kantoku no Tane” (“Seeds of Supervision”) training center and renovatedothers, and established the training environment for COPRO engineers. COPRO
also implemented radical business reforms and initiatives to improve operating
efficiency by introducing telecommuting, holding employee Webinars, evolving
businesses activities through the use of IT, and other measures to adapt flexibly tothe era of the new normal. This resulted in an increase in the number of COPRO
engineers of 36, to 2,020 engineers as of March 31, 2021, and continued growth inconsolidated net sales for the 15 consecutive periods.
Continued negotiations on a charge increase with dispatch service clientcompanies (increase in unit sale price for COPRO engineers) to improve the cost to
sales ratio and secure the capital for improving COPRO employee benefits resulted
in a turn toward improvement in the cost ratio in the fourth quarter. However, theimpact from the equal pay for equal work system implemented from April 2020
onward led to increased costs for the full year, compared to last fiscal year.
In our overseas business, we established COPRO GLOBALS PTE. LTD. in
April 2020 as a local subsidiary in Singapore to gather information and build abusiness strategy function in Southeast Asia.
In September 2020, the Company’s stock listings were changed to the First
Sections of the Tokyo Stock Exchange and the Nagoya Stock Exchange with theaim of further business expansion and enhancement of the corporate value of the
COPRO Group.
The above factors resulted in the following consolidated financial results forfiscal year ended March 31, 2021: Net sales of 14.8 billion yen (up 13.1% YoY),
operating profit of 1.4 billion yen (down 9.7% YoY), ordinary profit of 1.4 billion

3yen (down 9.2% YoY), and profit attributable to owners of parent of 1.0 billion yen(down 6.9% YoY).
The COPRO Group does not disclose segment information because theconstruction engineer dispatch service is our only business.
2) Capital Investment
Capital investment in fiscal year ended March 31, 2021 was 227.7 million yen. This
breaks down into 84.2 million yen for acquisition of buildings and structures for opening
and relocating branches and other facilities, 26.8 million yen for acquisition of tools,
furniture, and fixtures for branch opening and relocation, 9.5 million yen for constructionin progress associated with head office relocation in fiscal year ending March 31, 2022,
and 97.1 million yen for software in progress relating to new core system development,
etc.
There were no material equipment disposals or sales in fiscal year ended March 31,
2021.
3) Financing
The COPRO Group concluded agreements for commitment lines totaling 3 billion
yen with two partner banks in November 2019. These commitment lines were secured toaccess to rapid, flexible, and stable means of financing demands on capital in actively
pursuing future business expansion. There is no balance for loans taken out based on thesecommitment lines as of March 31, 2021.
2)

Trend in Consolidated Assets and Income
15th Period

12th Period

13th Period

14th Period(FYE Mar. 31, 2018)(FYE Mar. 31, 2019)(FYE Mar. 31, 2020)(FYE Mar. 31, 2021)

8,962,680

10,819,368

13,122,871

14,836,579

Ordinary profit(Thousand yen)884,753

1,336,638

1,585,296

1,439,718

Net profit attributable toowners of parent(Thousand yen)

608,197

938,864

1,084,160

1,009,179

Earnings per share (Yen)

74.17

113.76115.08106.74

Total assets (Thousand yen)

5,400,725

7,474,681

8,030,522

8,514,344

Net assets (Thousand yen)

2,704,034

4,692,806

5,487,966

6,272,402

Net assets per share (Yen)329.76498.18582.09656.54

Category
Net sales (Thousand yen)

(Fiscal year under review)Notes:
1. Consolidated financial statements have been produced since the 13th Period. The numbers from the consolidated financial
statements produced for the 12th Period pursuant to the Financial Instruments & Exchange Act are provided for reference.
2. Earnings per share is calculated on the average number of shares issued during the period, excluding treasury shares. Net
assets per share is calculated on the total number of shares issued as of the end of the period, excluding treasury shares.
3. A stock split of two shares per common share was executed on April 1, 2021. The earnings per share and net assets per
share have been calculated based on the assumption that the stock split was implemented at the beginning of the 12th
Period.

3) Significant Issues
The COPRO Group recognizes the following matters as the main issues facing the Groupand we plan to address them to expand our business.

4(1) Securing and Developing Human Resources
Securing human resources is the foundation for growth of the COPRO Group. How
to secure human resources who have the potential to become engineers who add highvalue and how to improve the skill level of dispatched engineers employed by COPRO
are important issues. Because we expect the market for hiring highly skilled engineers
to remain a seller’s market, we are working to secure high value-added humanresources by taking advantages of referrals from COPRO employees, in addition to
recruiting through the main Web media. We are also further enhancing the ability of our
proprietary Gen-Kyari recruiting site to attract clients and are improving its
functionality, and will also continue to focus on new hires to secure human resources
who will be responsible for business growth over the medium and long-term.
We are pursuing development and introduction of more practical training programs
to develop human resources at the four “Kantoku no Tane” training facilities we operate
nationwide in Tokyo, Chiba, Nagoya, and Osaka. We will also facilitate careeradvancement of dispatched engineers by providing support for acquiring various
qualifications and expanding the training system.
COPRO sales employees also consistently follow dispatched engineers and will
strive to improve the retention rate through various measures that provide detailed
support for the employment status and health of dispatched engineers.
The table below shows the number of dispatched engineers employed by the
COPRO Group at the end of each fiscal year.
Fiscal year

FYE Mar. 31, 2018

FYE Mar. 31, 2019

FYE Mar. 31, 2020

FYE Mar. 31, 2021

Number of
dispatched engineers

1,297

1,591

1,984

2,020

(2) Response to Revisions to Laws
The main revisions in the revised Worker Dispatch Law enacted on April 1, 2020are detailed below:• To eliminate unreasonable differences in treatment of dispatched workers compared
to regular workers employed at client companies (full-time workers without acontract expiration date)• Select one of the following:i. Client company equal and balanced method: Equal and balanced working
conditions compared to regular workers employed by the client company
ii. Dispatch agency labor-management agreement method: Working conditions
according to a labor-management agreement that satisfies certain conditions
Our response the revisions noted above is based on the policy of equal pay for
equal work for dispatched workers targeted by the Japanese government, and weunderstand that this is also tied to the sustained growth of the COPRO Group. The
COPRO Group will continue to respond appropriately to the management environment
accompanying the revision of laws in the future, while also continuing to strive forstable business expansion.
(3) Strengthening Sales Skills
To achieve sustainable growth, we must increase the number of business
transactions by drawing out the new needs of client companies, in addition tomaintaining existing transactions and gaining new clients.
The COPRO Group will therefore focus on key companies and target acquisition ofmany projects. We will also work to adapt to circumstances by rebuilding the sales
process, improving matching, and introducing tools to improve operating efficiency,

5and by compiling and analyzing client and project data to maintain an operating rate ofclose to 100% and shift to employment destinations that pay a high contract amount per
engineer.
(4) Controlling Long Working Hours
Guidance on and oversight of long working hours have become stricter due to therecent enactment of laws related to workstyle reform in labor administration.
Companies are now required to exercise meticulous care in labor management andensuring the safety of employees. As a dispatcher, the COPRO Group takes appropriate
steps as necessary to establish a structure that enables us to determine work attendancein real time by providing IT devices to make sure that dispatched engineers do not
exceed the working hours specified in the Group’s 36 Employee-Employer Agreement.
We will also continue to issue notices requesting client companies to implement
improvement in stages and take other steps as necessary to improve the working
environment, appropriately manage working hours, and control overtime working
hours.
4) Description of Main Business (as of March 31, 2021)
The COPRO Group consists of COPRO-HOLDINGS. Co., Ltd. and two consolidated
subsidiaries (COPRO-ENGINEERED. Co., Ltd. and COPRO GLOBALS PTE. LTD.). Our
businesses mainly involve personnel dispatch and placement services provided to companies,
mainly in the construction industry.
5) Main Business Locations (as of March 31, 2021)(1) COPRO-HOLDINGS. Co., Ltd.
Head office

3-28-12 Meieki, Nakamura-ku, Nagoya, Aichi Prefecture 450-6425(2) Subsidiaries
COPRO-ENGINEERED.
Co., Ltd.
COPRO GLOBALS
PTE. LTD.
Note:

3-28-12 Meieki, Nakamura-ku, Nagoya, Aichi Prefecture 450-6425
Republic of Singapore

COPRO GLOBALS PTE. LTD. was established on April 1, 2020.

6) Employees (as of March 31, 2021)(1) COPRO Group Employees
Number of Employees

Increase (Decrease) from Previous Fiscal Year

2,280

+ 38

Note: The number of employees indicates the number of working employees.

(2) COPRO-HOLDINGS. Co., Ltd. Employees
Number of
Employees
60
Note:

Increase (Decrease) from
Previous Fiscal Year

Average Age

+ 12

36.2

The number of employees indicates the number of working employees.

6

Average Years of
Employment
2.1

7) Significant Subsidiaries (as of March 31, 2021)
Name

CapitalInvestment
Interest

Description of Main Business

COPRO-ENGINEERED. Co., Ltd.

30,000,000 yen

100.0%

Personnel dispatch andplacement services

100.0%

Personnel development,
dispatch, and placement
services provided in the
ASEAN region

COPRO GLOBALS PTE. LTD.

SGD 250,000

Notes:
1.

COPRO GLOBALS PTE. LTD. was established on April 1, 2020.

2.

On April 1, 2021, our subsidiary, COPRO GLOBALS PTE. LTD. established a subsidiary named COPROVIETNAM CO., LTD. in the Socialist Republic of Vietnam.

3.

COPRO-HOLDINGS. Co., Ltd. completed the acquisition of 100% of the shares of ATMOS CO., LTD. on April
30, 2021 upon resolution at the Board of Directors meeting held on April 27, 2021. See the Notes Concerning
Significant Subsequent Events in the Notes to the Consolidated Financial Statements for further information.

8) Main Lenders (as of March 31, 2021)
N/A
9) Other Significant Events Concerning the Current Status of the COPRO Group(1) Change in Stock Market Listings
COPRO-HOLDINGS. Co., Ltd. changed its listing markets from the Tokyo Stock
Exchange Mothers market and the Nagoya Stock Exchange Centrex market to the First
Sections of the Tokyo Stock Exchange and Nagoya Stock Exchange on September 11,
2020.
(2) Establishment of Subsidiary by a Subsidiary
On April 1, 2021, our subsidiary, COPRO GLOBALS PTE. LTD., established asubsidiary named COPRO VIETNAM CO., LTD. in the Socialist Republic of Vietnam,
as the first overseas operating subsidiary in the COPRO Group. COPRO VIETNAM
CO., LTD. was established to provide personnel development, dispatch, and placement
services to the many Japanese general contractors and Japanese plants that haveestablished operations in Vietnam.

7

2. Current Status of COPRO-HOLDINGS. Co., Ltd.
1) Share Status (as of March 31, 2021)(1) Total number of authorized shares:
20,000,000 shares(2) Total number of shares issued:
5,000,000 shares(3) Number of shareholders:
2,398(4) Major shareholders
Name of Shareholder
RITAMEKO. Co., Ltd.

Number of
Shares Owned

Percentage (%)

2,100,000

44.0

Kosuke Kiyokawa

604,716

12.7

Custody Bank of Japan, Ltd. (trust account)

268,800

5.6

170,400

3.6

157,100

3.3

140,100

2.9

GOLDMAN SACHS INTERNATIONAL

79,700

1.7

Kyoichi Kageyama

60,0001.3

Mitsubishi UFJ Morgan Stanley Securities Co.,Ltd.

57,5001.2

Atsuhiro Morizane

50,000

1.0

The Nomura Trust and Banking Co., Ltd.
(investment trust account)
The Master Trust Bank of Japan, Ltd. (trust
account)
BNP PARIBAS SECURITIES SERVICESLUXEMBOURG/JASDEC/FIM/LUXEMBOURG
FUNDS/UCITS ASSETS

Notes:
1.

The Company holds 223,167 treasury shares, which are excluded from the shares held by major
shareholders listed above.

2.

Treasury shares are excluded in calculating the percentage of shares held.

(5) Shares Granted to Corporate Officers as Compensation for Duties Performed
During Fiscal Year Ended March 31, 2021
The Company introduced a restricted stock compensation system, based on a
resolution approved by the 14th Annual General Meeting of Shareholders held on
June 24, 2020. The allocation of treasury shares as restricted stock compensation
was then approved at the Board of Directors meeting held on June 24, 2020. On
July 20, 2020, 1,808 treasury shares were distributed to four directors (excluding
outside directors).
(6) Other Significant Information Concerning Shares
At the Board of Directors meeting held on February 10, 2021, the Board of
Directors approved a stock split of two shares per common share to be executed on
April 1, 2021. The total number of authorized shares in the Company’s Articles ofIncorporation was changed on the same date. This increased the total number ofauthorized shares to 40,000,000 shares, and increased the total number of sharesissued to 10,000,000 shares.

82) Options, etc.
(1) Detailed summary of new share options granted to executive officers ascompensation on the final day of the fiscal year.

Issue resolution date

No. 1 Share Options

No. 2 Share Options

March 31, 2017

March 12, 2018

Number of share options
Segmentation andnumber of holders

37,600 options
Directors

2

Number of shares per
option37,600 shares(1 share per option)

25,700 options
Directors
Auditors

3
3
25,700 shares(1 share per option)

Category of shares per
optionCommon shares

Common shares

New share option issue
price

Gratis

Gratis

New share option
exercise price per share

755 yen per option

1,350 yen per option

New share option
exercise period

Main conditions on theexercise of new shareoptions

Note:

April 1, 2019
to March 31, 2027

March 13, 2020
To March 12, 2028

Option holders must have status
as a director, auditor, advisor,
executive officer, consultant, or
employee, etc. (hereafter,“Company employee, etc.”) of
the Company, a subsidiary of
the Company, or an affiliatedcompany of the Company when
exercising the new shareoptions. However, this does not
apply when the status as a
Company employee, etc. is
terminated by expiration of aterm or retirement due toreaching the mandatory
retirement age, and in instanceswhere a good reason exists.

Option holders must have status
as a director, auditor, advisor,
executive officer, consultant, or
employee, etc. (hereafter,“Company employee, etc.”) of
the Company, a subsidiary of theCompany, or an affiliatedcompany of the Company when
exercising the new share options.
However, this does not apply
when the status as a Company
employee, etc. is terminated by
expiration of a term or
retirement due to reaching the
mandatory retirement age, and ininstances where a good reason
exists.

The Company executed a stock split of two shares per common share on April 1, 2021. However, thenumber of shares per option and the new share option exercise price per share show the number ofshares and amounts prior to the stock split.

(2) New share options granted to employees as compensation for work performed
during fiscal year ended March 31, 2021
None(3) Other important matters concerning new share options
N/A

93) Company Officers(1) Directors and Auditors (as of March 31, 2021)
Position in Company

Name

Area of Responsibility and Significant Concurrent Positions

CEO

Kosuke Kiyokawa

Executive Director

Kazumi Ogai

Director and Head of Business Division
COPRO-ENGINEERED. Co., Ltd.

Managing Director

Masahiko Saito

Director and Head of Management Strategy Division
COPRO-ENGINEERED. Co., Ltd.

Director

YusukeKoshikawaDirector and Head of Human Resources Strategy Division
COPRO-ENGINEERED. Co., Ltd.

Director

Norio Hayama

Director, Hayama Social Insurance Labor Consultant OfficeOutside Auditor, TOUMEI CO., LTD.

Director

Masashi Fujimaki

Representative Director, T Hands On Investment, Inc.

Full-time Auditor

Yoshiaki Hoshino

Auditor, COPRO-ENGINEERED. Co., Ltd.

AuditorManabu Haruma

Partner, Haruma & Noguchi Law OfficeOutside Auditor, NEXTAGE Co., Ltd.
Outside Auditor, POVAL KOGYO CO., LTD.

AuditorAtsushi Okura

Representative, Okura Accounting OfficeOutside Auditor, meinan M&A co., ltd.

President, COPRO-ENGINEERED. Co., Ltd.

Notes:
1. Directors Norio Hayama and Masashi Fujimaki are outside directors.
2. Auditors Manabu Haruma and Atsushi Okura are outside auditors.
3. The Company has reported Outside Directors Norio Hayama and Masashi Fujimaki and Outside Auditors Manabu
Haruma and Atsushi Okura as independent officers to the Tokyo Stock Exchange and the Nagoya Stock Exchange, as
specified by both exchanges.
4. Auditor Atsushi Okura is a certified public accountant (CPA) and licensed tax accountant, and possesses considerable
knowledge of finance and accounting.
5. The following directors resigned during the fiscal year ended March 31, 2021,

Name

Date of
Resignation

Reason for
Resignation

Position, Area of Responsibility, and Concurrent
Positions at Time of Resignation

Kazuhiro Mukai

June 24, 2020

Term expired

Director and Head of Human Resource Development
Division
COPRO-ENGINEERED. Co., Ltd.

Tomomi Yasuura

June 24, 2020

Term expired

Director and Head of Finance & Accounting Division
COPRO-ENGINEERED. Co., Ltd.

Yoshihiro Kojima

June 24, 2020

Term expired

Outside Director
Nagoya Office Representative, Mori Hamada &Matsumoto(2) Summary of Limited Liability Agreement Terms
The Articles of Incorporation specify that the Company may conclude anagreement with non-executive directors and auditors limiting their liability fordamages specified in Article 423, Paragraph 1 of the Companies Act, as stipulated
in Article 427, Paragraph 1 of the Companies Act. The Company has concluded
such agreements with all non-executive directors and auditors. The limit on liability
for damages under the agreement is the amount specified by laws and regulations.
(3) Summary of Indemnity Insurance Agreement Terms for Officers, etc.
The Company has concluded indemnity insurance agreements for officers, etc.
with an insurance company, designating directors and auditors of the Company andits subsidiaries as the insured, pursuant to Article 430-3, Paragraph 1 of the10Companies Act. The Company assumes responsibility for the insurance premiums,
including special riders. The insured bear no responsibility for actual insurance
premiums.
These insurance agreements cover damages arising from claims concerning the
responsibility of the insured officers, etc. for performing their duties or claims
related to pursuing those responsibilities. However, there are certain grounds thatare exempt from coverage, such as not covering claims arising from actions
undertaken with the knowledge that they are illegal actions. We plan to renew theseinsurance contracts under the same terms when it is time to renew.
(4) Compensation of Directors and Auditors
A. Policy on Determining the Composition of Compensation of Officers
A resolution on the Company policy on determining the composition ofindividual director compensation was approved at the Board of Directors
meeting held on February 10, 2021.
The Board of Directors also confirmed that the composition of individual
director compensation for fiscal year ended March 31, 2021 was consistent
with the policy on determination and that the findings reported by the
Remuneration Advisory Committee were respected, and determined that it
adheres to the policy on determination.
The details of the policy on determination of the composition ofindividual director compensation are explained below.
a.

Policy on Determining Officer Compensation
The policy on determination of Company officer compensation is
as follows:i) Compensation shall function as an incentive to continuallyenhance corporate value and improve performance, and enableofficers to share value with shareholders.
ii) Compensation shall be of a level commensurate with theofficer’s role and responsibilities, and enable the Company tosecure and retain outstanding human resources.
iii) Compensation shall focus on transparency and fairness that
ensure accountability.

b. Office Compensation Determination Process and Composition
The Remuneration Advisory Committee was established as anadvisory body to the Board of Directors to ensure transparency andfairness in determining officer compensation. The Remuneration
Advisory Committee consists of three or more members who are
outside directors, outside auditors, and external experts. To ensure
objectivity in deliberations, an independent director serves as thecommittee chairperson and the committee deliberates and reports on
the policy, system, and method of calculating officer compensation as
well as the composition of individual director compensation.
Specific compensation is determined within the compensation
limits approved by the General Meeting of Shareholders. The amountis calculated based on Company specified rules and deliberated by the
Remuneration Advisory Committee. After the committee reports,
director compensation is discussed by the Board of Directors andauditor compensation is discussed by the Board of Auditors.

11

c.

Composition of Compensation by Position
Directors (excluding outside directors)• Consists of a base salary, performance-linked compensation, andrestricted stock compensation.
• If the goals set for performance-linked compensation are achieved,
the system is designed so that compensation theoretically consistsof roughly 60% base salary and 40% from a combination of
performance-linked compensation and restricted stockcompensation.
Outside Directors• From the perspective of independence, outside directors only
receive a base salary and are not paid performance-linked
compensation.
Auditors• Auditors only receive a base salary in consideration of the fact thatthey perform compliance audits.

12

d. Compensation System
Forms ofCompensation

Fixed/Variable
Form of Payment

Composition of Compensation

Fixed payment
in cash• The level of compensation shall take economic
conditions, the Company’s growth potential, andother relevant factors into consideration.
• Fixed compensation shall be paid according to therole and responsibilities.

Performancelinked
compensation

Variable payment
in cash• Consolidated profit attributable to owners ofparent has been established as the indicator tomore clearly link the responsibility for achieving
company-wide performance each year tocompensation, as an element that enhances
corporate value and shareholder value.
• The theoretical total amount of compensation is
calculated based on consolidated profit
attributable to owners of parent. This is allocatedaccording to position, and the resulting amount ismultiplied by a coefficient that takes into accountthe performance evaluation of the organization theindividual is in charge of, the evaluation of theindividual’s strategic actions, and contributions to
the governance system, among other factors, todetermine the amount of individual compensation.
The theoretical total amount of compensation is
8% of consolidated profit attributable to owners ofparent for the fiscal year, and the performancelinked coefficient range is 0.7 to 1.3.
* Calculation formula
Performance-linked compensation ={(consolidated profit attributable to owners ofparent x 8%) × the position percentage specified
in the Company’s compensation guidelines} ×
the performance evaluation coefficient specified
in the Company’s compensation guidelines

Restricted stockcompensation

Variable payment
in kind (non-cash)

Base salary(annual)(medium and long-term)• Restricted stock compensation was introduced as
an incentive to improve corporate value over the
medium and long-term by enabling directors toshare value with shareholders and raise directors’
awareness of the stock price.

B. Total Compensation Paid for Fiscal Year Ended March 31, 2021
Total Compensation by Form of Compensation(Million yen)

Number of
Officers EligibleforCompensation

Total
Compensation(Million yen)

Base Salary

Performance-linked
Compensation

Non-cash
Compensation

Directors(of which, Outside
Directors)

275
(12)

175
(12)

96
()

3
()

9
(3)

Auditors(Of which, Outside
Auditors)

18
(10)

18
(10)





3
(2)

Total
(Of which, Outside
Officers)

293
(23)

193
(23)

96
()

3
()

12
(5)

Officer Category

Notes:
1.

The table above includes three directors (including one outside director) who resigned as of
the conclusion of the 14th Annual General Meeting of Shareholders held on June 24, 2020.

13

2.

The total amount of director compensation does not include the employee salary component
for directors who concurrently serve as a director and an employee.

3.

The performance indicator for performance-linked compensation is consolidated profit
attributable to owners of parent for the fiscal year, which was 1,084 million yen.
This indicator was chosen to more clearly link the responsibility for achieving companywide performance each year to compensation, as an element that enhances corporate value
and shareholder value.

4.

Non-cash compensation is Company stock issued as restricted stock compensation.
Stock granted in fiscal year ended March 31, 2021 is listed in 2.1).(5) Shares Granted to
Corporate Officers as Compensation for Duties Performed During Fiscal Year Ended March
31, 2021.

5.

A maximum limit of 500 million yen a year in cash compensation for directors (not including
employee salary for those serving concurrently in employee positions) was approved at theextraordinary General Meeting of Shareholders held on March 31, 2017. There were six
directors (including no outside directors) at the time this General Meeting of Shareholders
was concluded.
At the 14th Annual General Meeting of Shareholders held on June 24, 2020, the maximum
total amount of monetary compensation for restricted stock compensation was set at 50
million yen a year, with the introduction of a restricted stock compensation system, as aseparate category from cash compensation, and a maximum limit of 50,000 shares a year
(outside directors are ineligible) was approved. There were six directors (including two
outside directors) at the time this General Meeting of Shareholders was concluded.

6.

Cash compensation of auditors was approved at a maximum of 30 million yen a year at theextraordinary General Meeting of Shareholders held on February 24, 2017. There was one
auditor at the time this General Meeting of Shareholders concluded.

(5) Matters Concerning Outside Officers
A. Company Relationship with Other Corporations, etc. Where Officers Service
in Significant Concurrent Positions
Director Norio Hayama is the director of Hayama Social Insurance
Labor Consultant Office, which has no conflicts of interest with theCompany. He also serves concurrently as an outside auditor at TOUMEICO., LTD., which has no conflicts of interest with the Company.
Director Masashi Fujimaki is a representative director of T Hands On
Investment, Inc., which has no conflicts of interest with the Company.
Director Yoshihiro Kojima, who resigned on June 24, 2020, is the
Nagoya Office representative of Mori Hamada & Matsumoto, which has noconflicts of interest with the Company.
Auditor Manabu Haruma is a partner at Haruma & Noguchi Law Office,which has no conflicts of interest with the Company. He also servesconcurrently as an outside auditor at NEXTAGE Co., Ltd. and POVAL
KOGYO CO., LTD., which have no conflicts of interest with the Company.
Auditor Atsushi Okura is a representative of Okura Accounting Office,which has no conflicts of interest with the Company. He also servesconcurrently as an outside auditor at meinan M&A co., ltd., which has noconflicts of interest with the Company.
B. Specified Business Relationships with Main Business Partners and Other
Entities
N/A

14

C. Main Activities in Fiscal Year Ended March 31, 2021
Overview of Attendance, Statements, and Duties Performed
in Relation to the Role Expected of Outside Director/Outside Auditors
Norio Hayama
Director

Mr. Hayama attended all 16 Board of Directors meetings held during fiscal year ended
March 31, 2021. He is a certified Labor and Social Security Attorney and makes necessarycomments as appropriate in Board of Directors meetings, mainly based on his expertiseand extensive experience in labor relations.

Masashi Fujimaki
Director

Mr. Fujimaki attended all 12 Board of Directors meetings held since he assumed his
position on June 24, 2020. He makes necessary comments as appropriate in Board of
Directors meetings, mainly based on his experience and broad business management
perspective.

Manabu Haruma
AuditorMr. Haruma attended all of the 16 Board of Directors meetings and 13 Board of Auditors
meetings held during fiscal year ended March 31, 2021. He is an attorney and makes
necessary comments as appropriate in Board of Directors and Board of Auditors meetings,
mainly in regard to impartial management, based on his expertise in the Companies Act
and other laws and regulations.

Atsushi Okura
AuditorMr. Okura attended all of the 16 Board of Directors meetings and 13 Board of Auditors
meetings held during fiscal year ended March 31, 2021. He is a certified public accountant(CPA) and licensed tax accountant, and makes necessary comments as appropriate inBoard of Directors and Board of Auditors meetings mainly in regard to corporate finances,
based on his expertise.

4) Accounting Auditor(1) Name
KPMG AZSA LLC(2) Compensation
Compensation AmountCompensation of accounting auditor in fiscal year ended March 31,
2021

27 million yen

Total amount of cash and other economic benefits due to theaccounting auditor from the Company and its subsidiaries

27 million yen

Notes:
1.

A clear distinction between the amount of compensation for audits performed based on the
Companies Act and audits performed based on the Financial Instruments and Exchange Act is notmade in the audit agreement concluded between the Company and our accounting auditor. Because
these amounts cannot be effectively separated, we have listed the total amount of compensation forthese audits in fiscal year ended March 31, 2021.

2.

The Board of Auditors consented to the amount of compensation for the accounting auditor after
performing the necessary verification of the contents of the accounting auditors audit plans, the statusof the performance of duties by the accounting auditor, the grounds for estimated compensation, andother relevant factors.

3.

COPRO GLOBALS PTE. LTD., a significant overseas subsidiary of the Company, was audited by
KPMG (possessing corresponding overseas qualifications as CPAs or an accounting firm), which isaffiliated with the same network as the Company’s accounting auditor (the audits were limited tothose specified under foreign laws and regulations corresponding to the Companies Act and the
Financial Instruments and Exchange Act).

(3) Content of Non-Audited Operations
N/A(4) Policy on Determining Dismissal of or Decision Not to Reappoint an Accounting
Auditor
The Board of Auditors determines the contents of proposals submitted to theGeneral Meeting of Shareholders concerning the dismissal of or decision not toreappoint an accountant auditor when an accounting auditor is unable to perform its
duties, or due to other circumstances.

15

When an accounting auditor is deemed to fall under any of the provisions
specified in Article 340, Paragraph 1 of the Companies Act, the Board of Auditors
will dismiss the accounting auditor upon consent of the entire Board of Auditors. In
such an event, an auditor selected by the Board of Auditors will report the dismissalof the accounting auditor and the reasons for dismissal at the first General Meetingof Shareholders convened after the dismissal.

16

3. System to Ensure Appropriate Operations and Status of System Operation
As stated below, the Company has a Basic Policy on the System of Internal Controls, which
has been approved by the Board of Directors. We maintain the system of internal controls basedon this policy.
Ⅰ.

System to ensure compliance with laws and regulations and the Articles of Incorporation
by directors and employees of the Company and its subsidiaries (hereafter, the “COPRO
Group”) in performing their duties
1. Company directors take the initiative and set a good example in complying with theRules on Compliance, which were established to provide a policy, system, and code of
conduct governing compliance in the COPRO Group. They make sure that everyone in
the COPRO Group understands the rules by repeatedly communicating information on
the importance of complying with the rules.
2. Company directors implement activities to ensure that everyone understands theRules on Compliance. The Internal Audit Department audits the status ofcompliance with laws and regulations, the Articles of Incorporation, and internal
company rules in each division. The department issues findings on problematic
points and proposes ways to achieve improvement.
3. If material facts concerning a serious violation of laws and regulations or otherviolation of laws and regulations and internal company rules are discovered, theCompany directors immediately report this to the auditors and report it to the Boardof Directors without delay.
4. The Company’s administrative division provides information to promote use of thesystem of internal controls. The administrative division strives to detect violations
or circumstances that pose a risk of violation of laws and regulations or of the Rules
on Compliance in the COPRO Group at an early stage and encourages employees
to implement that system of detection.
5. Members of the Group Management Meeting identify the causes of improper actsin the COPRO Group, formulate measures to prevent recurrence, and discussmatters concerning information disclosure. The Risk Management Department
implements measures to prevent recurrence and pursues other activities based on
the results of such discussions.
6. The COPRO Group adamantly rejects all involvement with anti-social forces thatthreaten safety and order in civil society, and works closely with law enforcement
and other external specialized institutions to respond to such anti-social forces withstrong resolve throughout the entire Group.
7. The Company’s administrative division establishes the system of internal controls.
8. The Company’s administrative division oversees operations pertaining tocompliance and monitors the status of establishment and operation of related rules.
9. The Company has established an audit system to ensure compliance with laws andregulations and related rules by employees of the COPRO Group in performing
their duties.

II. System for retaining and managing information related to the performance of duties byCompany directors
1. Information management is based on the Rules on Information Management. A
system of information management has been established based on these rules toclarify the system of accountability for information security and continuously
implement measures to maintain and improve information security. The Risk
Management Committee discusses specific measures concerning information
security and promotes them across the entire COPRO Group.

172. The various documents, ledgers, and other evidence pertaining to the duties ofCompany directors and employees are produced, retained, and managed
appropriately, based on applicable laws and regulations and the Rules on Document
Management.
3. The Company’s General Meeting of Shareholders minutes, Board of Directors
meeting minutes, Group Management Meeting minutes, documentation on approvalof important matters during the conduct of business, and other evidence that isnecessary for directors to perform their duties are retained and managed by a highly
searchable method that enables directors and auditors to view such documents at
any time.
4. Corporate secrets are managed appropriately in accordance with management
standards specified depending on the degree of confidentiality, based on the Rules
on Document Management.
5. Personal information is strictly managed based on laws and regulations, the Ruleson the Protection of Personal Information, and the Rules on Handling of Specific
Personal Information.
Ⅲ. Rules concerning management of loss risk and other systems of the COPRO Group
1. The business divisions in the COPRO Group strive to ascertain the risks related tothe businesses they are in charge of. They designate risks that should be prioritized,then formulate a concrete response policy and measures, and manage risks
appropriately.
2. The Company’s administrative division strives to ascertain risks related to mattersthe division is responsible for. It designates risks that should be prioritized, thenformulates a concrete response policy and measures, and manage risks
appropriately. It also provides cross-organization support to the entire Company inmanaging risks in each business division that are related to matters theManagement Strategy Division is responsible for.
3. The COPRO Group has established a Risk Management Committee to consider anddeliberate on risk management, and respond to risk events, based on the Rules on
Risk Management.
4. Members of the Risk Management Committee provide the necessary support,
coordination, and instruction to enable the business divisions and administrative
division to manage risks systematically and effectively.
5. Members of the Risk Management Committee deliberate on important mattersconcerning risk management and oversee implementation of risk management in
the COPRO Group.
6. The Risk Management Committee engages in sufficient deliberation of importantmatters from the perspective of the policy on response to serious risks inmanagement, and management of the risk of impropriety, and other risks. The
committee also reports especially serious risks to the Company’s Board of
Directors.
7. When the business divisions of the COPRO Group and the administrative divisionof the Company become aware of a serious risk pertaining to the business of the
COPRO Group or recognize signs of a potential serious risk, they promptly report
the circumstances to the relevant Company staff divisions and the GroupManagement Meeting, and also report especially serious risks to the Company’s
directors and auditors.
8. The Internal Audit Department audits the COPRO Group risk management systemand the status of risk management.

18

Ⅳ. System to ensure efficient performance of duties by COPRO Group directors
1. The Company’s Board of Directors delegates broad authority to the heads of eachdivision. This facilitates swift decision-making and agile performance of duties inmanaging business.
2. The Company’s Board of Directors meets regularly once a month, in principle, andconvenes extraordinary meetings as necessary to facilitate agile decision-making,based on the Rules on the Board of Directors.
3. The Company’s Board of Directors determines the medium-term management
goals and annual budget of the COPRO Group, and oversees the execution of thegoals and the budget.
4. The heads of each division perform their duties efficiently, based on the mediumterm management goals and budget set by the Company’s Board of Directors.
Progress on the budget in business performance meetings and reported to the Boardof Directors.
5. Reports on the status of the performance of duties by directors and heads of eachdivision of the COPRO Group are submitted to the Company’s Board of Directors,
as appropriate.
6. The responsibilities and authorities of the heads of each division and other
employees are exercised appropriately and efficiently, based on the Rules on
Division of Duties and the Rules on Responsibilities and Authority.
Ⅴ. System to ensure proper business conduct in the COPRO Group
1. The Company provides guidance and support to subsidiaries for the establishmentof a compliance system and other systems to ensure proper conduct of business,based on the Rules on Affiliated Company Management.
2. To improve the soundness and efficiency of management in the COPRO Group, theCompany seconds directors and auditors to each subsidiary as needed. The
Company also designates supervisory divisions within the Company, and thesesupervisory divisions exchange information and discuss important mattersconcerning business operation with subsidiaries.
3. When necessary to improve soundness of management and proper operation of the
COPRO Group, the Company requires subsidiaries to obtain Company approval on
matters important to business operation. The Company also deliberates onespecially important matters in the Group Management Meeting and refers suchmatters to the Board of Directors.
4. The Company’s Internal Audit Department performs audits of subsidiaries relating to
the appropriate conduct of business.
5. Company auditors perform audits of subsidiaries, including onsite audits. Auditors
also exchange information with the Internal Audit Department and coordinate inother ways to ensure proper conduct of business in the COPRO Group.
6. The Company strives to improve and standardize operating processes from theperspective of proper and efficient operation of the COPRO Group. It also uses
information systems to further strengthen governance. The business divisions andsubsidiaries of the Company implement these processes and systems with thesupport of the relevant staff divisions. Moreover, when there are material changes
in the internal and external environments, the impact of such changes on
governance activities is evaluated and the Company considers whether or not tomake changes.

19

Ⅵ. Matters concerning employees that auditors request to assist them in their duties, theindependence of such employees from directors, and ensuring the effectiveness of
instructions issued to such employees
1. When Company auditors request support personnel to assist them in their duties forpractical reasons, the Company will provide employees equipped with the skills
and knowledge to assist the auditors.
2. Personnel transfers, evaluations, and other matters pertaining to such employees
shall be determined after obtaining approval from the full-time auditor. The
independence of such employees from directors will be secured.
Ⅶ. System for COPRO Group directors and employees to report to the auditors and system toensure that the person who submits such a report is not subject to retaliatory treatment as aresult1. When so requested by an auditor, Company directors and employees will report on
the status of performance of duties and on other matters as needed.
2. The head of the Company’s administrative division will report regularly on amonthly, quarterly, or other regular basis, depending on the nature of the duties
concerned.
3. The head of the Company’s administrative division will regularly report on theoperational status of the internal whistleblowing system to auditors, and will
immediately report to the Board of Directors when circumstances deemed to beviolation of the Rules on Compliance arise, and for other urgent reports.
4. Documentation on important decisions made will be provided to for the auditors toview.
5. COPRO Group prohibits retaliatory treatment against persons who report toauditors as a result of such reporting.
Ⅷ. Policy on handling of advances on expenses, reimbursement procedures, and other expenses
and obligations incurred by auditors during the performance of duties, and other systems toensure effective audits by auditors
1. The Company shall promptly pay invoices for necessary expenses incurred byauditors in the performance of their duties.
2. Auditors meet regularly with the representative director of the Company andexchange opinions on important audit matters.
3. Auditors meet regularly with the accounting auditor and the Internal Audit
Department to exchange information and opinions, and report to the accounting
auditor and Internal Audit Department as necessary.
4. When auditors or their support personnel so request, COPRO Group directors andemployees will respond swiftly and appropriately to auditor requests for reports andsubmission and explanation of related materials.

20Consolidated Balance Sheet(As of March 31, 2021)(Thousands of yen)Accounting Category

AmountAccounting Category(Assets)
Current assets

Amount(Liabilities)
7,407,586

Current liabilities

2,162,989

Cash and deposits

5,320,538

Current portion of bonds payable

70,000Accounts receivable - trade

1,880,186

Lease obligations

14,560Other

207,297

Allowance for doubtful accounts
Non-current assets(435)
1,106,757

Accounts payable - other

1,130,440

Income taxes payable

158,746

Accrued consumption taxes

449,936
52,661

Property, plant and equipment

357,315

Provision for bonuses

Buildings and structures, net

272,809

Asset retirement obligations

28,169Construction in progress

28,270Other

258,476

Other

56,235

Non-current liabilities

78,952Intangible assets

160,709

Lease obligations

4,464

Leased assets

7,776

Asset retirement obligations

74,487

152,933

Total liabilities

2,241,942

588,733(Net assets)

Other
Investments and other assets
Deferred tax assets

117,660

Shareholders’ equity

6,272,073

Other(471,072)

Share capital

30,000Capital surplus

1,230,530

Retained earnings

5,012,823

Treasury shares
Accumulated other comprehensive
incomeForeign currency translation
adjustment
Total assets

8,514,344

1(1,279)328
328

Total net assets

6,272,402

Total liabilities and net assets

8,514,344

Consolidated Statement of Income(

From April 1, 2020
to March 31, 2021

Accounting Category)(Thousands of yen)AmountNet sales
Cost of sales

10,539,032

Gross profit

4,297,547

Selling, general and administrative expenses

2,859,825

Operating profit

1,437,722

14,836,579

Non-operating income
Interest income

49

Rental income

1,140

Settlement received

3,762

Other

80

5,033

Non-operating expenses
Interest expenses

841

Foreign exchange losses

325

Guarantee commission

903

Depreciation

750

Other

216

Ordinary profit

3,037
1,439,718

Extraordinary income
Surrender value of insurance policies

90,676

90,676Extraordinary losses
Impairment loss

87,150Loss on retirement of non-current assets

4,397

Profit before income taxes

91,5481,438,846

Income taxes - current

417,018

Income taxes - deferred

12,648429,667

Profit1,009,179

Profit attributable to owners of parent

1,009,1792

Consolidated Statement of Changes in Equity

(

Share
capitalBalance at beginning of
period)From April 1, 2020
to March 31, 2021

30,000(Thousands of yen)

Shareholders’ equity

Accumulated
othercomprehensiv
e income

CapitalsurplusRetainedearnings

Foreigncurrencytranslation
adjustment

1,172,858

4,286,538

Treasuryshares(1,430)Total
shareholders’equityTotal net
assets5,487,966

5,487,966

Changes during period
Dividends of surplus(282,894)(282,894)(282,894)

Profit attributable toowners of parent

1,009,179

1,009,179

1,009,179

(208)

(208)

(208)

359

58,031

58,031

Acquisition of treasury
shares
Disposal of treasury shares

57,672

Net changes in items otherthan shareholders' equity
Total changes during period
Balance at end of period

328

328



57,672726,284150

784,107328

784,435

30,0001,230,530

5,012,823(1,279)6,272,073

328

6,272,402

3

Non-consolidated Balance Sheet(As of March 31, 2021)(Thousands of yen)Accounting Category

AmountAccounting Category(Assets)
Current assets
Cash and deposits

Amount(Liabilities)
2,696,998

Current liabilities

2,481,195

372,313

Current portion of bonds payable

70,000Accounts receivable - trade153,407

Lease obligations

8,574

Prepaid expenses

37,745

Accounts payable - other

93,111

Accrued expenses

11,533

Income taxes payable

97,449Deposits received

12,396

Accounts receivable - other
Other

705
24,076

Allowance for doubtful accounts
Non-current assets(131)
676,816

Provision for bonuses

12,867
26,51239,86840,305

Asset retirement obligations

Buildings

4,062

Other

Tools, furniture, and fixtures

6,163

Non-current liabilities

1,181

Leased assets

1,809

Lease obligations

1,181

Construction in progress

28,270Total liabilities

140,635(Net assets)

Property, plant and equipment

Intangible assets

373,494

Leasehold interests in land

5,900

Shareholders’ equity

3,000,320

Software

9,310

Share capital

30,000

Leased assets

6,966

Capital surplus

1,230,530

118,459

Other capital surplus

1,230,530

495,874Retained earnings

1,741,069

119,077

Legal retained earnings

220,838

Other retained earnings
Retained earnings carriedforwardTreasury shares

1,733,569

Total net assets

3,000,320

Total liabilities and net assets

3,373,815

Software in progress
Investments and other assets
Shares of subsidiaries andassociates
Insurance funds
Deferred tax assets

52,522

Other

103,435
Total assets

3,373,815

4

7,500
1,733,569(1,279)Non-consolidated Statement of Income(

From April 1, 2020
to March 31, 2021

Accounting Category)(Thousands of yen)AmountOperating revenues

1,609,037

Operating expenses

983,750

Operating profit

625,286

Non-operating income
Interest income

26

Rental income

1,140

Settlement received

3,762

Other

42

4,972

Non-operating expenses
Interest expenses

339

Interest on bonds

240

Net foreign exchange losses

325

Guarantee commission

903

Depreciation

750

Other

216

Ordinary profit

2,774
627,483

Extraordinary income
Surrender value of insurance policies

65,71865,718Extraordinary losses
Impairment loss

79,636

Loss on retirement of non-current assets

147

Profit before income taxes

79,784613,417

Income taxes - current

177,540

Income taxes - deferred

39,646

Profit137,894475,5225

Non-consolidated Statement of Changes in Equity(

From April 1, 2020
to March 31, 2021)

(Thousands of yen)

Shareholders’ equity
Capital surplus
SharecapitalRetained earnings
Other retained
earnings

Total
shareholders’equityTotal net
assetsTotal
retainedearnings

Treasuryshares

1,540,941

1,548,441(1,430)

Dividends ofsurplus(282,894)(282,894)(282,894)(282,894)

Profit475,522475,522475,522475,522

(208)

(208)

(208)

359

58,031

58,031

250,450

250,450

Balance at
beginning of
periodOther
capitalsurplusTotal
capitalsurplus30,000 1,172,858 1,172,858

Legalretainedearnings

Retainedearnings carriedforward

7,500

2,749,869 2,749,869

Changes during
periodPurchase oftreasury shares
Disposal oftreasury shares
Total changes
during period
Balance at end of
period57,672

57,672

57,672

57,672－

192,628

192,628150

30,000 1,230,530 1,230,530

7,500

1,733,569

1,741,069(1,279)－63,000,320 3,000,320

Report on the Consolidated Financial Statements by the Accounting Auditor
Audit Reportby the Independent Accounting Auditor
May 21, 2021

To:

Board of Directors
COPRO-HOLDINGS. Co., Ltd.
Nagoya Office
KPMG AZSA LLC
Designated Limited
Liability Partner
Managing Partner

CPA

Hiroyuki Okuya

Designated Limited
Liability Partner
Managing Partner

CPA

Noriko Shinya

Independent Auditor’s Opinion
KPMG AZSA LLC performed an audit of the consolidated financial statements of COPRO-HOLDINGS.
Co., Ltd. for the period extending from April 1, 2020 to March 31, 2021, based on Article 444, Paragraph
4 of the Companies Act. The audited financial statements included the Consolidated Balance Sheets, theConsolidated Statement of Income, the Consolidated Statement of Changes in Equity, and the Notes to
the Consolidated Financial Statements.
KPMG AZSA LLC determined that the financial statements mentioned above comply with the generally
accepted corporate accounting standards in Japan (Japanese GAAP) and properly represent all important
points on the status of assets and profits and losses for the period covered by the consolidated financial
statements for the COPRO Group, consisting of COPRO-HOLDINGS. Co., Ltd. and its consolidated
subsidiaries.
Basis for the Independent Auditor’s Opinion
KPMG AZSA LLC performed the audit in accordance with the auditing standards generally accepted inJapan (Japanese GAAS). The responsibilities of the accounting auditor in the audit standards aredescribed in Responsibilities of Accounting Auditor in Auditing Consolidated Financial Statements.
KPMG AZSA LLC is independent of the company and its subsidiaries, in accordance with rules on
professional ethics in Japan. We also fulfill other ethical responsibilities as an accounting auditor. KPMG
AZSA LLC determined that sufficient and appropriate evidence was obtained to serve as the basis forstating an opinion.
Responsibilities of Management, Auditors, and the Board of Auditors Relating to the Consolidated
Financial Statements
The responsibility of management is to produce and properly represent consolidated financial statements
according to the generally accepted corporate accounting standards of Japan (Japanese GAAP). These
responsibilities include the establishment and operation of internal controls that management deems
necessary to produce and properly represent consolidated financial statements without material
misrepresentations resulting from fraud or errors.
When producing consolidated financial statements, management have the responsibility to evaluate
whether or not it is appropriate to produce consolidated financial statements based on the premise of an
ongoing concern. When there are matters relating to the ongoing concern premise that need to bedisclosed based on corporate accounting standards generally accepted as fair and appropriate in Japan,
management has the responsibility to disclose such matters.

7

The responsibility of auditors and the Board of Auditors is to supervise the performance of duties bydirectors in the establishment and operation of the financial reporting process.
Responsibilities of the Accounting Auditor in Auditing Consolidated Financial Statements
The responsibility of the accounting auditor is to obtain reasonable evidence as the basis fordetermining whether or not the overall consolidated financial statements contain material
misrepresentations due to fraud or errors, and state an independent opinion on the consolidated financial
statements in the audit report. Misrepresentations can arise from fraud or errors. They are deemed to bematerial misrepresentations when they could be reasonably considered to affect decisions made by usersof the consolidated financial statements, either individually or in aggregate.
The accounting auditor makes professional expert judgments and maintains professional skepticism
in performing the following tasks during the course of the audit process, in accordance with auditing
standards generally accepted in Japan (Japanese GAAS).
• Discern and evaluate the risk of material misrepresentations due to fraud or errors. Formulate andimplement audit procedures that address the risk of material misrepresentations. Exercise judgment
in selecting and applying audit procedures. Also obtain sufficient and appropriate audit evidence as
the basis for stating an opinion.
• While it is not the purpose of consolidated financial statement audits to state an opinion on theeffectiveness of internal controls, the accounting auditor considers internal controls relating to audits
in order to formulate audit procedures that are appropriate for the circumstances when performing arisk evaluation.
• Evaluate the appropriateness of the accounting policies adopted and the accounting methods applied
by management, as well as the reasonableness of accounting estimates performed by management
and the appropriateness of the notes concerning policies, methods, and estimates.
• Conclude whether or not the decision by management to produce consolidated financial statements
based on the premise of an ongoing concern is appropriate, and whether material uncertainty exists
concerning events and circumstances that cast serious doubt on the premise of an ongoing concern,
based on the audit evidence obtained. If material uncertainties regarding the premise of an ongoing
concern are deemed to exist, the audit report will contain a cautionary statement on the notes to theconsolidated financial statements. If the notes to the consolidated financial statements concerningmaterial uncertainties are inappropriate, the accounting auditor must give a qualified opinion stating
exceptions concerning the consolidated financial statements. The conclusion of the accounting
auditor is based on audit evidence obtained by the date of the audit report; however, the company
could become an unsustainable company due to future events or circumstances.
• Evaluate whether or not the consolidated financial statements representations and notes comply withthe generally accepted accounting standards of Japan (Japanese GAAP), and whether or not the
representations, structure and content of the consolidated financial statements, including related
notes, as well as transactions and accounting events that form the basis of the consolidated financial
statements, are appropriate representations.
• Obtain sufficient and appropriate audit evidence concerning the financial information of thecompany and its consolidated subsidiaries to state an opinion concerning the consolidated financial
statements. The accounting auditor is responsible for instruction, supervision, and performance ofaudits of consolidated financial statements. The accounting auditor bears sole responsibility for theaudit opinion.
The accounting auditor reports to the auditors and Board of Auditors on the scope and timing of aplanned audit, material findings, including material deficiencies in internal controls discerned during theaudit process, and other matters required under audit standards.
The accounting auditor complies with the rules on professional ethics in Japan on maintaining
independence from auditors and the Board of Auditors, and reports matters that could reasonably beconsidered to affect the independence of the accounting auditor and the nature of safeguards established
to eliminate or mitigate factors that would inhibit independence.

8

Conflicts of Interest
There are no conflicts of interests between the company, its consolidated subsidiaries, and KPMG AZSA
LLC, or executive officers that should be stipulated under the provisions of the Certified Public
Accountants Act.

9

Report on the Non-consolidated Financial Statements by the Accounting Auditor
Audit Reportby the Independent Accounting Auditor
May 21, 2021

To:

Board of Directors
COPRO-HOLDINGS. Co., Ltd.
Nagoya Office
KPMG AZSA LLC
Designated Limited
Liability Partner
Managing Partner

CPA

Hiroyuki Okuya

Designated Limited
Liability Partner
Managing Partner

CPA

Noriko Shinya

Independent Auditor’s Opinion
KPMG AZSA LLC performed an audit of the financial statements of COPRO-HOLDINGS. Co., Ltd. forthe 15th Period extending from April 1, 2020 to March 31, 2021, based on Article 436, Paragraph 2-1 of
the Companies Act. The audited financial statements included the Balance Sheet, the Statement of
Income, the Statement of Changes in Equity, the Notes to the Financial Statements, and supplementaryschedules (hereafter, “non-consolidated financial statements”).
KPMG AZSA LLC determined that the non-consolidated financial statements mentioned above comply
with the generally accepted corporate accounting standards of Japan (Japanese GAAP) and properly
represent all important points on the status of assets and profits and losses for the period covered by the
non-consolidated financial statements.
Basis for the Independent Auditor’s Opinion
KPMG AZSA LLC performed the audit in accordance with the auditing standards generally accepted inJapan (Japanese GAAS). The responsibilities of the accounting auditor in the audit standards aredescribed in Responsibilities of Accounting Auditor in Auditing Non-consolidated Financial Statements.
KPMG AZSA LLC is independent of the company and its subsidiaries, in accordance with rules on
professional ethics in Japan. We also fulfill other ethical responsibilities as an accounting auditor. KPMG
AZSA LLC determined that sufficient and appropriate evidence was obtained to serve as the basis forstating an opinion.
Responsibilities of Management, Auditors, and the Board of Auditors Relating to the Nonconsolidated Financial Statements
The responsibility of management is to produce and properly represent non-consolidated financial
statements according to the generally accepted corporate accounting standards of Japan (JapaneseGAAP). These responsibilities include the establishment and operation of internal controls thatmanagement deems necessary to produce and properly represent non-consolidated financial statements
without material misrepresentations resulting from fraud or errors.
When producing non-consolidated financial statements, management have the responsibility to evaluate
whether or not it is appropriate to produce the non-consolidated financial statements based on the premiseof an ongoing concern. When there are matters relating to the ongoing concern premise that need to bedisclosed based on accounting standards generally accepted as fair and appropriate in Japan, management
has the responsibility to disclose such matters.
The responsibility of auditors and the Board of Auditors is to supervise the performance of duties bydirectors in the establishment and operation of the financial reporting process.

10Responsibilities of the Accounting Auditor in Auditing Non-consolidated Financial Statements
The responsibility of the accounting auditor is to obtain reasonable evidence as the basis fordetermining whether or not the overall non-consolidated financial statements contain material
misrepresentations due to fraud or errors, and state an independent opinion on the non-consolidated
financial statements in the audit report. Misrepresentations can arise from fraud or errors. They are
deemed to be material misrepresentations when they could be reasonably considered to affect decisions
made by users of the non-consolidated financial statements, either individually or in aggregate.
The accounting auditor makes professional expert judgments and maintains professional skepticism
in performing the following tasks during the course of the audit process, in accordance with auditing
standards generally accepted in Japan (Japanese GAAS).
• Discern and evaluate the risk of material misrepresentations due to fraud or errors. Formulate andimplement audit procedures that address the risk of material misrepresentations. Exercise judgment
in selecting and applying audit procedures. Also obtain sufficient and appropriate audit evidence as
the basis for stating an opinion.
• While it is not the purpose of non-consolidated financial statement audits to state an opinion on theeffectiveness of internal controls, the accounting auditor considers internal controls relating to audits
in order to formulate audit procedures that are appropriate for the circumstances when performing arisk evaluation.
• Evaluate the appropriateness of the accounting policies adopted and the accounting methods applied
by management, as well as the reasonableness of accounting estimates performed by management
and the appropriateness of the notes concerning policies, methods, and estimates.
• Conclude whether or not the decision by management to produce non-consolidated financial
statements based on the premise of an ongoing concern is appropriate, and whether material
uncertainty exists concerning events and circumstances that cast serious doubt on the premise of an
ongoing concern, based on the audit evidence obtained. If material uncertainties regarding thepremise of an ongoing concern are deemed to exist, the audit report will contain a cautionary
statement on the notes to the non-consolidated financial statements. If the notes to the nonconsolidated financial statements concerning material uncertainties are inappropriate, the accounting
auditor must give a qualified opinion stating exceptions concerning the non-consolidated financial
statements. The conclusion of the accounting auditor is based on audit evidence obtained by the dateof the audit report; however, the company could become an unsustainable company due to future
events or circumstances.
• Evaluate whether or not the non-consolidated financial statements representations and notes comply
with the generally accepted corporate accounting standards of Japan (Japanese GAAP), and whether
or not the representations, structure and content of the non-consolidated financial statements,
including related notes, as well as transactions and accounting events that form the basis of the nonconsolidated financial statements are appropriate representations.
The accounting auditor reports to the Auditors and Board of Auditors on the scope and timing of aplanned audit, material findings, including material deficiencies in internal controls discerned during theaudit process, and other matters required under audit standards.
The accounting auditor complies with the rules on professional ethics in Japan on maintaining
independence from auditors and the Board of Auditors, and reports matters that could reasonably beconsidered to affect the independence of the accounting auditor and the nature of safeguards established
to eliminate or mitigate factors that would inhibit independence.
Conflicts of Interest
There are no conflicts of interests between the company and KPMG AZSA LLC, or executive officers
that should be stipulated under the provisions of the Certified Public Accountants Act.

11

Audit Report by the Board of Auditors
Audit Report
The Board of Auditors reports the following, following deliberations based on the audit reports
produced for each audit of the performance of duties by directors in the 15th Period extending from April
1, 2020 to March 31, 2021.
1.

Methods and Contents of Audits by Auditors and the Board of Auditors
1) The Board of Auditors established the audit policy and specified the division of duties. It
received reports on the implementation status and results of audits from each auditor. The
Board of Auditors also received status reports on such performance of duties from directors,
etc. and the accounting auditor.
2) Each auditor maintained mutual communication with directors, the Internal Audit
Department, employees, and other relevant individuals. Each auditor gathered information,
established the audit environment, and performed audits according to the following methods
in accordance with standards of audits by auditors, audit policy, and separation of duties
specified by the Board of Auditors.
(1) Attended Board of Directors meetings and other important meetings. Received reportson the status of performance of duties from directors, employees, and other relevant
individuals, and requested explanations when necessary. Examined documentation on
important decisions and investigated the status of operations and assets at the head
office and main business locations. Each auditor also maintained mutual communicationand exchanged information on subsidiaries with the directors, auditors, and otherrelevant individuals in subsidiaries, and received business reports from subsidiaries asnecessary.
(2) Received regular status reports from directors, employees, and other relevant
individuals on the contents of director resolutions concerning the establishment of asystem as specified in Article 100, Paragraphs 1 and 3 of the Ordinance for Enforcementof the Companies Act and the establishment and operation of a system (internal control
system) established based on such resolutions needed to establish the system to 1)
ensure that directors complied with laws and regulations and the Articles ofIncorporation in performing the duties described in business reports, and 2) to ensure
the appropriateness of other operations of the corporate group consisting of thecompany and its subsidiaries. Requested explanations when necessary, and stated an
opinion.
(3) Maintained independence from the accounting auditor and supervised and verified
whether the accounting auditor was performing audits appropriately. Received reports
from the accounting auditor on the performance of accounting auditor duties, andrequested explanations when necessary. Also received reports from the accounting
auditor on the fact that a system for ensuring that duties are performed appropriately (asprovided in Article 131 of the Regulation on Corporate Accounting) was established as
specified in the Audit Quality Control Standards (October 28, 2005, Corporate
Accounting Deliberation Committee, FSA), etc. Requested explanations whennecessary.
The business reports and supplementary materials and the financial statements (Balance Sheet,
Statement of Income, Statement of Changes in Equity, and Notes to the Financial Statements), as
well as supplementary schedules and the consolidated financial statements (Consolidated Balance
Sheet, Consolidated Statement of Income, Consolidated Statement of Changes in Equity, and Notes
to the Consolidated Financial Statements) were examined according to the methods describedabove.

12

2.

Audit Report Findings
1) Audit Report on Business Reports and Supplementary Materials(1) The business reports and supplementary materials comply with laws and regulations andthe Articles of Incorporation and accurately reflect the status of the company.
(2) No material facts concerning the performance of duties by directors were found that
constitute acts of fraud or violations of laws and regulations and the Articles ofIncorporation.
(3) Board of Directors meetings contained considerable content concerning internal
controls. There were no findings of note concerning the contents of business reports on
the internal controls nor on the performance of duties by directors.
2) Audit Findings on the Financial Statements and Supplementary Schedules
The audit methods and findings of the accounting auditor, KPMG AZSA LLC were sufficient.
3) Audit Findings on the Consolidated Financial Statements
The audit methods and findings of the accounting auditor, KPMG AZSA LLC were sufficient.

May 27, 2021

Board of Auditors, COPRO-HOLDINGS. Co., Ltd.
Full-time Auditor

Yoshiaki Hoshino

Outside Auditor

Manabu Haruma

Outside Auditor

Atsushi Okura

13

Company History
2006

Oct.

Trusty Crew Co., Ltd. established
Nagoya Branch of Trusty Crew Co., Ltd. opened

2007

Feb.

Yokohama Branch of Trusty Crew Co., Ltd. opened

2008

Mar.

Company name changed to COPRO-ENGINEERD. Co., Ltd.

Aug.

Tokyo Branch of COPRO-ENGINEERD. Co., Ltd. opened

2009

Oct.

Sapporo Branch of COPRO-ENGINEERD. Co., Ltd. opened

2011

Jul.

Osaka Branch of COPRO-ENGINEERD. Co., Ltd. opened

Sep.

Tokyo Metro Branch of COPRO-ENGINEERD. Co., Ltd. opened (now the Tokyo
Branch)Mar.

Privacy Mark acquired

Oct.

Fukuoka Branch of COPRO-ENGINEERD. Co., Ltd. opened

2013

Apr.

Sendai Branch of COPRO-ENGINEERD. Co., Ltd. opened

2014

Jun.

Hiroshima Branch of COPRO-ENGINEERD. Co., Ltd. opened

Nov.

Training Business Division of COPRO-ENGINEERD. Co., Ltd. established

2015

May

Company shifted to a holding company structure
Company name changed to COPRO-HOLDINGS. Co., Ltd., and COPROENGINEERD. Co., Ltd. is split off and established as a wholly owned subsidiary

2017

Feb.

Gen-Kyari, proprietary recruiting site began operations

Apr.

Omiya Branch of COPRO-ENGINEERD. Co., Ltd. opened
Tokyo Head Office of COPRO-ENGINEERD. Co., Ltd. openedAug.

Academia Center (for training) renamed “Kantoku No Tane” (Seeds of Supervision)

Oct.

Kobe Branch of COPRO-ENGINEERD. Co., Ltd. opened (now the Osaka Plant
Branch)Apr.

Kanazawa Branch of COPRO-ENGINEERD. Co., Ltd. opened

Oct.

2nd Nagoya Branch of COPRO-ENGINEERD. Co., Ltd. opened

Mar.

Company’s stock listed on Mothers section of the Tokyo Stock Exchange andCentrex section of the Nagoya Stock Exchange

Apr.

Tokyo Plant Branch of COPRO-ENGINEERD. Co., Ltd. opened
Nagoya Plant Branch of COPRO-ENGINEERD. Co., Ltd. opened
Osaka Plant Branch of COPRO-ENGINEERD. Co., Ltd. opened (now the Osaka
Branch)Oct.

Takamatsu Branch of COPRO-ENGINEERD. Co., Ltd. opened

Apr.

COPRO GLOBALS PTE. LTD. established in Singapore
Chiba Branch of COPRO-ENGINEERD. Co., Ltd. opened
Shizuoka Branch of COPRO-ENGINEERD. Co., Ltd. opened
Kitakyushu Plant Branch of COPRO-ENGINEERD. Co., Ltd. opened

Sep.

Market listings switched to the First Sections of the Tokyo Stock Exchange and the
Nagoya Stock Exchange

Nov.

Niigata Branch of COPRO-ENGINEERD. Co., Ltd. opened

Apr.

COPRO VIETNAM CO., LTD. established in Vietnam
ATMOS Co., Ltd. acquired as a wholly owned subsidiary

2012

2018
2019

2020

14