January 15, 2024

Flash Report (Consolidated Basis)
Results for the year ended November 30, 2023
(Based on Japanese GAAP)
Company name:Samty Co., Ltd.
Stock Listings:
Tokyo Stock Exchange
Stock Code:
3244
URL:
https://www.samty.co.jp/en/
Representative
Title:
Representative Director and President
Name: Yasuhiro Ogawa
Contact Person
Title:
Head of IR Office
Name: Izumi Jozuka
Telephone: +81-3-5224-3139
Date of Annual Shareholders Meeting (Scheduled): February 27, 2024
Start of dividend payments (Planned):
February 28, 2024
Submission of securities report (Planned):
February 28, 2024
Supplemental explanatory material prepared: Yes
Results briefing held:
Yes (for institutional investors and analysts)(Figures less than ¥1 million have been omitted.)

1. Consolidated Results for FY2023 (December 1, 2022 to November 30, 2023)(1) Consolidated Operating Results
Years ended November 30

Percentages indicate year-on-year increase/ (decrease).

Net sales

Operating profit

Millions of yen%

Millions of yen

FY2023

198,660

54.6

19,533

FY2022

128,470

42.0

14,083

Profit attributable toowners of parent

Ordinary profit%

Millions of yen%

Millions of yen

%

38.7

15,8549.8

10,306

(5.2)

48.8

14,441

78.2

10,866

8.5

Note: Comprehensive Income: FY2023: ¥11,306 million, 27.2%,
FY2022: ¥8,890 million, (20.1%)

Net income per
share

Net Income pershare after
adjustment forresidual shares

Return on equity

Ordinary profit-tototal assets ratio

Operating margin

Yen

Yen

%

%

%

FY2023221.44201.78

10.1

3.8

9.8

FY2022233.68213.67

11.3

3.8

11.0

(Reference) Equity in earnings (losses) of affiliated companies: FY2023: ¥278 million,
FY2022: ¥ (406) million

(2) Consolidated Financial Condition
At November 30
Total assets

Net assets

Equity ratio

Net assets per share

Millions of yen

Millions of yen%

Yen

FY2023

413,429

111,11425.5

2,265.72

FY2022

413,594

110,395

23.9

2,123.10(Reference) Total shareholders’ equity: November 30, 2023: ¥105,544 million, November 30, 2022: ¥98,771 million(3) Consolidated Cash Flows
Years ended November 30
Cash flows fromoperating activities

Cash flows frominvesting activities

Cash flows fromfinancial activities

Cash and cash equivalents
at end of year

Millions of yen

Millions of yen

Millions of yen

Millions of yen

FY202342,067(29,237)(11,978)

44,133

FY2022

14,897(52,024)

38,907

43,104

2. Dividends
Years ended/ending November 30
Total amountof dividends(for the entire
fiscal year)

Payoutratio

Dividendstonet assets
ratioMillions of yen%%

Dividends per share
Recorddate

Feb. 28

May 31

Aug. 31

Year-end

Total

Yen

Yen

Yen

Yen

Yen

FY2022

―

39.00

―

51.00

90.00

4,186

38.5

4.3

FY2023

―

39.00

―

51.00

90.00

4,190

40.6

4.1

FY2024(Forecast)

―

43.00

―

51.00

94.00

39.8

3. Forecasts for FY2024 (December 1, 2023 to November 30, 2024)
Percentages indicate year-on-year increase/ (decrease).
Net sales
Millions of yen
Fiscal year

196,000

Operating profit%(1.3)

Profit attributable toowners of parent
Fiscal year

Ordinary profit

Millions of yen%

Millions of yen%

20,5004.9

13,800(13.0)Net income per share

Millions of yen%

11,000

6.7

Yen
236.14Notes(1) Significant changes in subsidiaries during the subject fiscal year: None
(Changes in specified subsidiaries related to a change in the scope of consolidation)
Additions: (—)
Deletions: (—)(2) Changes in accounting policies, changes in accounting estimates, restatements
1) Changes in accounting policies due to revision of accounting standards: Yes
2) Changes in accounting policies other than 1) above: None

3) Changes in accounting estimates: None
4) Restatements: None
(3) Number of shares issued and outstanding (common share)
1) Number of shares issued and46,584,085
outstanding (including treasury
FY2023
sharesstock)
2) Number of treasury stock3) Average number of shares
outstanding for each period(cumulative term)

FY2022

46,522,685
shares

FY2023876
shares

FY2022603
shares

FY202346,542,623
shares

FY2022

46,499,903
shares(Reference) FLASH REPORT (NON-CONSOLIDATED BASIS)
1. Non-Consolidated Results for FY2023 (December 1, 2022 to November 30, 2023)(1) Non-Consolidated Operating Results
Years ended November 30

Percentages indicate year-on-year increase/ (decrease).

Net sales

Operating profit

Millions of yen%

Ordinary profit

Millions of yen%

Millions of yen

Net income%

Millions of yen%

FY2023

166,661

52.7

16,951

29.3

13,470

31.6

8,415

17.9

FY2022

109,159

29.7

13,10539.2

10,234

59.8

7,140

68.5

Net income per share

Net Income per shareafter adjustment forresidual shares

Yen

Yen

FY2023180.81164.75

FY2022

153.56140.41(2) Non-Consolidated Financial Condition
At November 30
Total assets

Net assets

Equity ratio

Net assets per share

Millions of yen

Millions of yen%

Yen

FY2023

348,215

93,22626.8

2,001.29

FY2022345,549

89,01525.8

1,913.41(Reference) Total shareholders’ equity: November 30, 2023: ¥93,226 million, November 30, 2022: ¥89,015 million* This flash report is not subject to auditing by a certified public accountant or audit firm.
* Explanation regarding the appropriate use of results forecasts, and other items of note
 Results forecasts and other forward-looking statements contained in this report are based on information available to
the Company at the time of disclosure, and certain assumptions the Company considers reasonable. Actual results
may vary considerably due to a variety of factors.
 The Company plans to hold an explanatory meeting for institutional investors and analysts on January 31, 2024.

Table of Contents for Accompanying Material
1. Summary of Business Results ........................................................................................................ 2(1) Summary of Business Results for the Subject Period .................................................................... 2(2) Summary of Financial Position for the Subject Period.................................................................... 4(3) Summary of Cash Flows for the Subject Period ............................................................................. 4(4) Future Outlook ............................................................................................................................... 5
2. Basic Stance on Selection of Accounting Standards ..................................................................... 6
3. Consolidated Financial Statements and Main Explanatory Notes ..................................................... 7(1) Consolidated Balance Sheets ........................................................................................................ 7(2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income .... 9(3) Consolidated Statements of Changes in Equity ........................................................................... 11(4) Consolidated Statements of Cash Flows...................................................................................... 13(5) Notes Relating to the Consolidated Financial Statements............................................................ 15(Notes Relating to the Assumption of a Going Concern)................................................................ 15(Material Items Fundamental to the Preparation of Consolidated Financial Statements) ...............15(Change in Accounting Policy) ....................................................................................................... 19(Change in Presentation Methods) ................................................................................................ 19(Additional Information) .................................................................................................................. 20(Notes Relating to the Consolidated Income Statements).............................................................. 20(Notes Relating to the Consolidated Statements of Cash Flows)................................................... 20(Segment Information) ................................................................................................................... 21(Per Share Information) ................................................................................................................. 24(Significant Events after the Reporting Period) .............................................................................. 25

1

1. Summary of Business Results(1) Summary of Business Results for the Subject Period
During the subject fiscal year in the Japanese economy, the normalization of socioeconomic activities
progressed due to the recategorization of COVID-19 as a Class 5 infectious disease while the domestic
economy trended toward a gradual recovery. In contrast, the outlook for the global economy remained
uncertain due to such factors as the prolonged situation in Ukraine, increasing tensions in the Middle
East, soaring global fuel and resource prices, the yen’s ongoing depreciation, and global monetary
tightening centered mainly in Europe and the United States.
In the real estate industry, of which the Samty Group is a part, with regard to rental apartments,
occupancy rates, rent levels, and property sales prices have remained favorable, because they are noteasily affected by economic trends or the effects of the COVID-19 pandemic. In the hotel industry, theoccupancy rate and average room price reached roughly their pre-COVID-19 levels due to nationwide
travel support and an increase in the number of inbound visitors to Japan following the yen’s
depreciation, while demand for domestic and international travel recovered steadily.
In such a business environment, supported by the strong investment appetite of domestic andoverseas institutional investors, we sold 126 properties of real estate for sale, including of the Samty
brand S-RESIDENCE rental apartment series. With regard to the purchase of properties, we are making
progress while giving consideration, from a variety of angles, to a range of market trends, such as
interest rates and transaction price and cap rates. In addition, as announced in the "Notice Concerning
Postponement of Financial Results Announcement for Fiscal Year Ended November 2022 andEstablishment of Special Investigation Committee," dated January 16, 2023, one-time expenses of ¥0.9
billion relating to a special investigation committee to analyze and consider the status of transactions
with specific business partners that were identified in the Group have been recorded as Special
investigation expenses, etc. under Extraordinary loss.
As a result, for the subject fiscal year, net sales amounted to ¥198.6 billion (up 54.6% from theprevious fiscal year), with operating profit of ¥19.5 billion (up 38.7%), ordinary profit of ¥15.8 billion (up9.8%), and profit attributable to owners of parent of ¥10.3 billion (down 5.2%).
Results by Business Segment
a. Real Estate Development Business
The Real Estate Development Business engages in the planning, development, and sales of the Samty
brand S-RESIDENCE series, etc.
In the subject fiscal year, we sold 66 properties of real estate for sale.
As a result, net sales in the Real Estate Development Business segment amounted to ¥102.6 billion(up 39.7% from the previous fiscal year), with operating profit of ¥16.1 billion (up 3.6%).
b. Real Estate Solution Business
The Real Estate Solution Business engages in the acquisition, renovation, and sales of profitable realestate.
In the subject fiscal year, we sold 60 properties of real estate for sale.

2As a result, net sales in the Real Estate Solution Business segment amounted to ¥53.5 billion (up86.8% from the previous fiscal year), with operating profit of ¥6.5 billion (up 66.8%).
c. Overseas Business
The Overseas Business engages in overseas investment and for-sale housing businesses. Concerning
the smart city, for-sale housing business project in Hanoi, Vietnam, which commenced sales in
November 2021, steady sales progress was made.
As a result, net sales in the Overseas Business segment amounted to ¥16.6 billion (up 122.9%
from the previous fiscal year), with operating profit of ¥1.2 billion (operating loss of ¥0.5 billion recordedin the previous year).
d. Real Estate Leasing Business
The Real Estate Leasing Business engages in the leasing of residential apartments, office buildings,
and commercial facilities.
In the subject fiscal year, property acquisitions progressed smoothly. In addition to acquiring 53
income properties worth a total of approximately ¥32.5 billion, we completed the construction of 54
properties worth a total of approximately ¥71.8 billion.
As a result, net sales in the Real Estate Leasing Business segment amounted to ¥8.6 billion (down
0.3% from the previous fiscal year), with operating profit of ¥4 billion (down 3.5%).
e. Hotel Business
The Hotel Business engages in the leasing and operating of hotels. During the subject fiscal year, thehotels in which the Group participates numbered 21, including the Mercure Tokyo Haneda Airport (Ota
Ward, Tokyo).
During the subject fiscal year, occupancy rates and average room prices at owned and operated
hotels recovered steadily due to the nationwide travel support and the increase in the number of inboundvisitors to Japan. Tochigi Prefecture had requested to secure the use of Hotel Sunshine Utsunomiya(Utsunomiya City, Tochigi) as an accommodation and medical facility. Accepting this request from theperspectives of its corporate social responsibility and contributions to local communities, the Group had
fully rented out the building as a medical facility but terminated the lease and resumed normal operations
there from April 1, 2023.
As a result, net sales in the Hotel Business segment amounted to ¥12.9 billion (up 104.6% from theprevious fiscal year), and operating loss of ¥1 billion (operating loss of ¥2.7 billion in the previous fiscal
year).
f. Real Estate Management Business
The Real Estate Management Business engages in the managing of residential apartments, officebuildings, and commercial facilities.
As a result, net sales in the Real Estate Management Business segment amounted to ¥4.2 billion(up 10.4% from the previous fiscal year), with operating profit of ¥0.4 billion (down 38.6%).

3

(2) Summary of Financial Position for the Subject Period
Assets, Liabilities, and Net Assets
AssetsTotal assets at the end of the subject fiscal year amounted to ¥413.4 billion, a decrease of ¥0.1 billion
compared with the end of the previous fiscal year. The main factors for the change were a ¥21.3 billion
decrease in real estate for sale, real estate for sale under construction and property, plant andequipment, an ¥8.8 billion increase in investments and other assets, and a ¥0.7 billion decrease in
cash and deposits.
Liabilities
Total liabilities at the end of the subject fiscal year amounted to ¥302.3 billion, a decrease of ¥0.8
billion compared with the end of the previous fiscal year. The main factors contributing to the decrease
were a ¥17.7 billion decrease in short-term borrowings, an increase of ¥23.6 billion in the current
portion of long-term borrowings, and a decrease of ¥34.2 billion in long-term borrowings.
Net Assets
Total net assets at the end of the subject fiscal year amounted to ¥111.1 billion, an increase of ¥0.7
billion compared with the end of the previous fiscal year. The main contributory increases/decreases
were: an increase in retained earnings of ¥6.1 billion; a decrease of ¥6.0 billion in non-controllinginterests and an increase of ¥0.7 billion in foreign currency translation adjustment.
(3) Summary of Cash Flows for the Subject Period
As a result of an increase of ¥42.0 billion from operating activities, a decrease of ¥29.2 billion frominvesting activities, a decrease of ¥11.9 billion from financing activities, and other factors, cash andcash equivalents (“cash”) at the end of the subject fiscal year increased by ¥1 billion to ¥44.1 billion
compared with the end of the previous fiscal year.
The main factors affecting cash flows during the subject fiscal year are as follows.
Cash Flow from Operating Activities
Net cash provided by operating activities amounted to ¥42.0 billion (compared with ¥14.8 billion in
cash provided in the previous fiscal year). This was due mainly to ¥15.5 billion in profit before income
taxes; a ¥30.3 billion decrease in inventories; ¥4.8 billion in interest paid; and ¥4 billion in income taxes
paid.
Cash Flow from Investing Activities
Net cash used in investing activities amounted to ¥29.2 billion (compared with ¥52 billion in cash usedin the previous fiscal year). This was due mainly to inflow of ¥10.1 billion from deposits, ¥8.1 billion inpurchase of property, plant and equipment; and ¥9.6 billion in purchase of investment securities.
Cash Flow from Financing Activities
Net cash used by financing activities amounted to ¥11.9 billion (compared with ¥38.9 billion in cash
4

provided in the previous fiscal year). This was due mainly to ¥37.5 billion in proceeds from short-termborrowings; ¥55.3 billion in repayments of short-term borrowings; ¥146.9 billion in proceeds from longterm borrowings; ¥131.8 billion in repayments of long-term borrowings; ¥5.5 billion in proceeds fromissuance of bonds; and ¥4.1 billion in dividends paid.
(Reference) Cash flow-related indicators
Years ended November 30
FY2019FY2020

FY2021

FY2022

FY2023

Capital ratio (%)

32.5

30.7

27.0

23.9

25.5

Capital ratio at market value (%)

39.1

26.6

30.4

25.6

26.4

Ratio of interest-bearing debt tocash flow (years)

29.6

12.8

—

18.0

6.3

Interest coverage ratio (times)

3.1

6.0

—

4.0

10.0

Notes
1. All indices are on a consolidated basis, calculated according to the following formulas:
Capital ratio: Owned capital / Total assets
Capital ratio at market value: Total market value of stocks / Total assets
Ratio of interest-bearing debt to cash flow: Interest-bearing debt / Operating cash flow
Interest coverage ratio: Operating cash flow / Interest payments
2. The total market value of stocks is calculated by multiplying the market value at end of term by the number ofissued shares at end of term (after deduction of treasury stock).
3. “Operating cash flow” and “interest payments” are the figures for “Net cash provided by (used in) operating
activities” and “Interest payable” in the Consolidated Statements of Cash Flows. “Interest-bearing debt” refers to
all debts listed in the Consolidated Balance Sheets on which interest is paid.
4. As the operating cash flow for the fiscal year ended November 2021 was negative, the cash flow to interestbearing debt ratio and interest coverage ratio are not stated.

(4) Future Outlook
A more pronounced recovery in economic activity is expected due to the recovery in domestic
consumption associated with the recategorization of COVID-19 as Class 5 infectious disease and theresulting increase in the number of inbound tourists to Japan. In contrast, in the global economy, thebusiness environment is expected to remain as uncertain as ever due to factors that include the tense
situations in Ukraine and the Middle East, soaring resource prices, concerns about inflation due to the
yen’s depreciation, and interest rate trends in Europe and the United States.
The real estate industry requires the paying of close attention to the real estate market prospects
associated with interest rate fluctuations and to the prices of construction materials. However, it isexpected that investment sentiment toward real estate will remain strong and that the real estate
investment market will remain robust.
Under such an external environment, the Real Estate Development Business and Real Estate
Solution Business will verify in a multifaceted manner factors that will include interest rates and sales
prices as well as capitalization rates.
In the Overseas Business, we will promote business while paying close attention to factors thatwill include the political and economic trends of the countries in which we are investing.
In the Real Estate Leasing Business, we will continue to hold completed properties for a certain
period of time in accordance with the Samty Toughening Plan (Post-COVID Version) Medium-Term
5

Management Plan with the aim of maximizing income gain.
While giving due consideration to the external environment, the Hotel Business will proceed withpreparations for listing Samty Japan Hotel REIT, Inc. on the Tokyo Stock Exchange.
In the case of the Real Estate Management Business, we aim to increase fee income byincreasing the balance of assets under management and the number of managed units.
As a result, for the fiscal year ending November 2024 we plan to achieve sales of ¥196.0 billion,
operating profit of ¥20.5 billion, ordinary profit of ¥13.8 billion, and profit attributable to owners of parentof ¥11 billion.
Based on the future outlook, we will pay an interim dividend of ¥43.00 per share and a year-end
dividend of ¥51.00.

2. Basic Stance on Selection of Accounting Standards
The Samty Group, in consideration of comparability between financial periods and companies, for thepresent will prepare consolidated financial statements in accordance with Japanese accounting
standards.
Regarding the application of International Financial Reporting Standards (IFRS), our policy is toconsider of the situation in Japan and overseas and take appropriate measures.

63. Consolidated Financial Statements and Main Explanatory Notes(1) Consolidated Balance Sheets
November 30
Millions of yen
FY2023

FY2022ASSETS
Current assets:
Cash and deposits

46,00245,285

Accounts receivable – trade

2,476

2,808

Real estate for sale

114,623

122,117

Real estate for sale in process

122,065130,096

Merchandise25

29

Supplies

47

67

Deposits paid
Other
Allowance for doubtful accounts
Total current assets

22

11,144

4,649
(7)

6,228
(5)

289,904

317,771

Non-current assets:
Property, plant and equipment:
Buildings and structures

32,497

14,767

Accumulated depreciation(3,185)(2,889)Buildings and structures net

29,312

11,878

Buildings in trust
Accumulated depreciation
Buildings in trust net

3,594

—

(140)

—

3,454

—

Land

52,38240,879Land in trust

1,571

—

Construction in progress

3,100

153

Other

1,169

1,442

Accumulated depreciation

(554)

(776)

Other net

614

665

90,43553,577

Goodwill

8

7

Other

406

452

414

459

26,764

36,161Long-term loans—

699

Deferred tax assets

830

662

5,189

4,017

(53)

—

32,731

41,541

123,581

95,578

26
81
108

11
68
79

413,594

413,429

Total property, plant and equipment
Intangible assets:

Total intangible assets
Investments and other assets:
Investment securities

Other
Allowance for doubtful accounts
Total Investments and other assets
Total non-current assets
Deferred assets:
Share issuance costs
Bond issuance costs
Total deferred assets
Total assets

7Millions of yen
FY2023

FY2022
LIABILITIESCurrent liabilities:
Accounts payable – trade

1,800

2,439

Short-term borrowings

30,468

12,689Current portion of long-term debt

35,39559,018—

14,844Current portion of bonds payable

5,170

9,270

Income taxes payable

3,651

4,366

520

747

12,536

11,87989,543

115,255

Bonds payable

8,145

4,375

Bonds with share acquisition rights

12,00012,000Long-term borrowings

162,999

154,503

Non-recourse long-term debt

25,77010,750

Deferred tax liabilities

2,922

2,838

Retirement benefit liability

318

355

Leasehold and guarantee deposits received

908

1,112

Construction assistance fund

317

262

Other

275

863

213,656

187,060

303,199

302,315

Share capital

20,657

20,725

Capital surplus

22,53322,560Retained earnings

56,911

63,030(1)(2)

100,101

106,314

Valuation difference on available-for-sale securities

1,099

945

Foreign currency translation adjustment(2,429)(1,715)(1,330)(770)

Non-controlling interests

11,624

5,569

Total net assets

110,395

111,114413,594

413,429

Current portion of non-recourse long-term debt

Provision for shareholder benefit program
Other
Total current liabilities
Non-current liabilities:

Total non-current liabilities
Total liabilities
NET ASSETS
Shareholders’ equity:

Treasury shares
Total shareholders’ equity
Accumulated other comprehensive income:

Total accumulated other comprehensive income

Total liabilities and net assets8(2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income
Consolidated Statements of Income
Years ended November 30
Millions of yen
FY2023

FY2022
Net sales

128,470

198,660

Cost of sales

101,304

162,567

Gross profit

27,16536,092

Selling, general and administrative expenses

13,081

16,558Operating profit

14,083

19,533

Interest income

7207

Dividend income

16

13

Share of profit of entities accounted for using equity method—278

Non-operating income:

5,700

896

Gain on valuation of interest rate swaps

Foreign exchange gains

36

12

Penalty income

175

203

Other

75

80

6,012

1,691

Interest expenses

3,554

3,978

Interest on bonds

208

223

Total non-operating income
Non-operating expenses:

Share of loss of entities accounted for using equity method
Commission expenses
Other

406

—

1,377

1,039

107

129

Total non-operating expenses

5,654

5,371

Ordinary profit

14,441

15,854Extraordinary income:Gain on sales of non-current assets

28

13Compensation income—

551

Gain on change in equity

51

184

Total extraordinary income

80

750

Extraordinary loss:
Loss on sale of non-current assets—

9Loss on retirement of non-current assets

12

97Special investigation expenses, etc.

—

938

Total extraordinary losses

12

1,045

Profit before income taxes

14,50915,558

Income taxes-current

4,057

4,792

Income taxes-deferred

(471)
3,586

4,970

10,922

10,58856

282

10,866

10,306

Total income taxes
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

9178Consolidated Statements of Comprehensive Income
Years ended November 30

Millions of yen
FY2022
ProfitFY2023

10,922

10,588134(154)

Foreign currency translation adjustment(2,166)872

Total other comprehensive income(2,032)

718

8,890

11,306

8,576

10,866314

440

Other comprehensive income:
Valuation difference on available-for-sale securities

Comprehensive income
Comprehensive income attributable to:Comprehensive income attributable to owners of the parent
Comprehensive income attributable to non-controlling interests10(3) Consolidated Statements of Changes in Equity
FY2022 (December 1, 2021 to November 30, 2022)
Millions of yen
Shareholders’ equity

Balance at beginning of
periodChanges during period
Issuance of new shares
Dividends of surplus
Profit attributable toowners of parent
Purchase of treasury
sharesIncrease (decrease) due
to increase inconsolidated
subsidiaries
Purchase of shares of
consolidated
subsidiaries
Net changes in items
other than shareholders'equityTotal changes during
periodBalance at end of period

Balance at beginning of
periodChanges during period

Share capital

Capital surplus

20,59522,471

61

61

Retainedearnings
50,269Total
shareholders’equityTreasuryshares(0)93,336123(4,184)(4,184)

10,866

10,866
(0)

(0)

(40)

(40)

—

61

61

6,641

(0)

6,764

20,65722,53356,911(1)

100,101

Millions of yen
Accumulated other comprehensive income
Total
Valuation
Foreignaccumulateddifference on
currency
otheravailable-fortranslation
comprehensive
sale securities
adjustment
income
965

(5)

959

Non-controllinginterests

8,731

Total net
assets103,028

Issuance of new shares

123

Dividends of surplus
Profit attributable toowners of parent
Purchase of treasury
sharesIncrease (decrease)
due to increase inconsolidated
subsidiaries
Purchase of shares of
consolidated
subsidiaries
Net changes in items
other than shareholders'equityTotal changes during
periodBalance at end of period(4,184)
10,866
(0)
(40)

—
134

(2,424)(2,289)

2,892

602

134

(2,424)(2,289)

2,892

7,367

1,099

(2,429)(1,330)11,624

110,395

11

FY2023 (December 1, 2022 to November 30, 2023)
Millions of yen
Shareholders’ equity

Balance at beginning of
periodChanges during period
Issuance of new shares
Dividends of surplus
Profit attributable toowners of parent
Purchase of treasury
sharesIncrease (decrease) due
to increase inconsolidated
subsidiaries
Purchase of shares of
consolidated
subsidiaries
Net changes in items
other than shareholders'equityTotal changes during
periodBalance at end of period

Balance at beginning of
periodChanges during period

Share capital

Capital surplus

20,65722,53367

67

Retainedearnings
56,911

Total
shareholders’equityTreasuryshares(1)

100,101
135(4,186)(4,186)

10,306

10,306
(0)

(0)

—

(40)

(40)

67

26

6,119

(0)

6,213

20,72522,56063,030(2)

106,314

Millions of yen
Accumulated other comprehensive income
Total
Valuation
Foreignaccumulateddifference on
currency
otheravailable-fortranslation
comprehensive
sale securities
adjustment
income1,099(2,429)(1,330)Non-controllinginterests

11,624

Total net
assets110,395

Issuance of new shares

135

Dividends of surplus
Profit attributable toowners of parent
Purchase of treasury
sharesIncrease (decrease)
due to increase inconsolidated
subsidiaries
Purchase of shares of
consolidated
subsidiaries
Net changes in items
other than shareholders'equityTotal changes during
periodBalance at end of period(4,186)
10,306
(0)

—

(40)
(154)

714

559

(6,054)(5,494)

(154)

714

559

(6,054)718

945(1,715)

(770)

5,569

111,11412

(4) Consolidated Statements of Cash Flows
Years ended November 30
Millions of yen
FY2023

FY2022
Cash flows from operating activities:
Profit before income taxes
Depreciation
Amortization of goodwill
Increase (decrease) in allowance for doubtful accounts
Increase (decrease) in retirement benefit liability
Interest and dividends income
Interest expenses
Commission expenses
Foreign exchange losses (gains)
Gain on valuation of interest rate swaps
Special investigation expenses, etc.
Compensation income
Penalty income
Loss (gain) on sales of property, plant and equipment
Share of loss (profit) of entities accounted for using equity method
Loss (gain) on change in equity
Decrease (increase) in trade receivables
Decrease (Increase) in inventories
Increase (decrease) in advances received
Increase (decrease) in trade payables
Increase (decrease) in accrued consumption taxes
Increase (decrease) in leasehold and guarantee deposits received
Other-net
SubtotalInterest and dividends received
Dividends received from entities accounted for using equity method
Interest paid
Income taxes refund (paid)
Payment of special investigation expenses
Proceeds from compensation
Penalty income received
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Payments into time deposits
Proceeds from withdrawal of time deposits
Payments for deposits
Purchase of property, plant and equipment
Payments for retirement of property, plant and equipment
Proceeds from sales of property, plant and equipment
Purchase of intangible assets
Purchase of investment securities
Proceeds from redemption of investment securities
Purchase of shares of subsidiaries resulting in change in scope of
consolidation
Long-term loan advances
Payments for investments in capital
Payments of construction assistance fund receivables
Other-net
Net cash provided by (used in) investing activities

14,509
1,332
0
4
66
(23)
3,762
1,377
(5,700)
(36)
—
—
(175)
(28)
406
(51)
(598)
(1,108)5,306(1,775)
1,832
(401)
1,686
20,38329
81(3,629)(2,144)——175
14,897

15,558
1,242
0
(2)
36
(220)
4,201
1,039
(896)
(12)
938
(551)
(203)
(4)
(278)
(184)
(274)
30,328
118
633
(748)
203
(71)
50,854166
92(4,816)(4,044)
(938)
551
203
42,067(2,249)2,234—(41,101)
(0)
247
(40)
(4,167)164(40)
4(10,172)(8,155)(0)
10(32)(9,694)154(6,941)

—

—
(0)
(55)
(113)

(678)
(49)
(55)
(527)

(52,024)(29,237)(continued on page 14)13

Millions of yen
FY2023

FY2022
Cash flows from financing activities:
48,389Proceeds from short-term borrowings

37,520

Repayments of short-term borrowings(30,153)(55,308)

Proceeds from long-term borrowings

112,232

146,952

Repayments of long-term borrowings(97,844)(131,826)

Proceeds from non-recourse long-term borrowings

9,370

1,380

Repayments of non-recourse long-term borrowings—(1,555)

4,400

5,500

(85)

(5,170)—722

Repayments of long-term accounts payable-other

—

(175)

Purchase of treasury shares

(0)

(0)

(4,183)(4,185)—(6,629)Proceeds from issuance of bonds
Redemption of bonds
Proceeds from increase in long-term accounts payable-other

Dividends paid
Purchase of shares of subsidiaries not resulting in change in scopeof consolidation
Other-net(3,216)798

38,907(11,978)

734

162

Net increase (decrease) in cash and cash equivalents

2,515

1,014

Cash and cash equivalents at beginning of period
Increase in cash and cash equivalents resulting from inclusion ofsubsidiaries in consolidation

40,58943,104—

14

Cash and cash equivalents at end of period

43,104

44,133

Net cash provided by (used in) financing activities
Effect of exchange rate change on cash and cash equivalents

14(5) Notes Relating to the Consolidated Financial Statements(Notes Relating to the Assumption of a Going Concern)
No applicable items(Material Items Fundamental to the Preparation of Consolidated Financial Statements)
1. Items relating to the scope of consolidation(1) Number of consolidated subsidiaries: 26
Names of consolidated subsidiaries
Hikone SC Ltd.
Samty Hotel Management Co., Ltd.
Samty Property Management Co., Ltd.
Samty Asset Management Co., Ltd.
S Hotel Operations Nagasaki LLC
S Hotel Operations Nagasaki General Incorporated Association
S Hotel Operations Utsunomiya LLC
S Hotel Operations Utsunomiya General Incorporated Association
S Hotel Operations Hakata LLC
S Hotel Operations Kyoto Tambaguchi LLC
SAMTY ASIA INVESTMENTS PTE. LTD.
S-VIN VIETNAM REAL ESTATE TRADING JOINT STOCK COMPANYSAMTY VIETNAM CO., LTD.
S Hotel Operations Nagoya LLC
S Hotel Operations Kyoto Horikawa LLC
R&K LLCS Hotel Operations Kyoto Shijo LLC
S Hotel Operations Kyoto Oike LLC
Shangri-La Kyoto Nijojo SPC
Ryozen Development LLC
Samty Bridge One LLC
Hotel Century 21 Hiroshima LLC
Nesta Resort Kobe Co., Ltd.
Propertie Co., Ltd.
S Hotel Operations Hida Takayama LLC
S Hotel Operations Haneda LLC
S Hotel Operations Hida Takayama LLC, which was a non-consolidated affiliated company in theprevious fiscal year, is included in the scope of consolidation from the subject consolidated fiscal
year due to its increased significance.
Due to its having been newly established, S Hotel Operations Haneda LLC is included in thescope of consolidation from the subject fiscal year.
SI Kaihatsu LLC and S Hotel Operations General Incorporated Association, which wereconsolidated subsidiaries in the previous fiscal year, have been excluded from the scope of
consolidation following the completion of their liquidation.
(2) Name of material non-consolidated subsidiary
Samty Japan Hotel REIT, Inc.
Reason for exclusion from the scope of consolidation
This is because, in the subject fiscal year, the total assets, net sales, profit, retained earnings andother figures of one non-consolidated subsidiary were small amounts that did not have any material
effect on the consolidated financial statements.
15

2. Items relating to the application of the equity method(1) Number of affiliated companies accounted for by the equity method
Name of affiliated company accounted for by the equity method:
Wealth Management, Inc.

1(2) Name of major non-consolidated subsidiary to which the equity method is not applied
Samty Japan Hotel REIT, Inc.
Reasons for exclusion from scope of application of equity method
This is because, in the subject fiscal year, the net income, retained earnings and other figures of
the non-consolidated subsidiaries to which the equity method is not applied were small amounts
that did not have any material effect on the consolidated financial statements.
(3) Matters that should be noted in particular regard to procedures for application of equity method
Because the balance sheet date of equity method affiliate Wealth Management, Inc. differs fromthe consolidated balance sheet date, use is made of financial statements prepared for theprovisional settlement of accounts based on the most recent quarterly settlement of accounts.
3. Items relating to the fiscal year of consolidated subsidiaries
The consolidated subsidiaries whose balance sheet dates differs from the consolidated balance
sheet date are as follows.
Balance Sheet Date
Company NameSAMTY ASIA INVESTMENTS PTE. LTD.

September 30

Note 1

S-VIN VIETNAM REAL ESTATE TRADING JOINT STOCK COMPANY

September 30

Note 2SAMTY VIETNAM CO., LTD.

September 30

Note 1

R&K Limited

December 31

Note 2

Shangri-La Kyoto Nijojo SPC

December 31

Note 2

Ryozen Development LLC

March 31

Note 2

Note 1: The financial statements of consolidated subsidiaries as of the balance sheet date are used. However, thenecessary adjustments for consolidation are made for important transactions that occurred in the period tothe consolidated balance sheet date.
Note 2: Based on financial statements that have been provisionally settled in accordance with this settlement method
as of the consolidated balance sheet date.

4. Items related to accounting standards(1) Valuation standards and valuation methods for material assets(A) Securities
Securities held for ownership until maturity
Amortized cost method
Available-for-sale securities
Securities other than those without current market value, etc.
Current market value method applied. (Valuation difference is fully and directly recognized within
net assets. Cost of sale is calculated using a moving average.)
Securities without current market value, etc.
The Company applies a cost method using a moving average.
(B) Derivatives
Market value method applied

16

(C) Inventory
Real estate for sale and real estate for sale in process
The Company applies the cost method based on actual cost. (The balance sheet value iscalculated by the book value devaluation method based on decline in profitability.)
Merchandise and supplies
The Company applies the price-of-last-purchase method.
(2) Method of depreciating material depreciable assets(A) Tangible fixed assets (excluding lease assets)
The Company and its consolidated subsidiaries apply the declining-balance method. However,with regard to buildings acquired on or after April 1, 1998 (excluding accompanying facilities), as
well as buildings with accompanying facilities and structures acquired on or after April 1, 2016,
the straight-line method is applied.
Main lifetime durations are as follows.
Buildings and structures 2 – 71 years
Trust building
33 – 45 years(B) Intangible fixed assets (excluding lease assets)
The Company applies the straight-line method.
Software for use by the Company is depreciated over a useful-lifetime period of five years.
(C) Lease assets
Assets related to finance lease transactions without ownership-transfer
The lease period is deemed the useful lifetime period, and assets are depreciated using thestraight-line method to a residual value of zero.
(D) Long-term prepaid expenses
The Company applies the straight-line method(3) Treatment of significant deferred assets
Share issuance costs
Amortized using the straight-line method over a period of three years.
Bond issuance costs
Amortized using the straight-line method until bond redeemed(4) Standards for recognizing material allowances
Allowance for doubtful accounts
As provision for losses stemming from doubtful accounts, in the case of general claims theCompany recognizes an allowance based on the historical doubtful account ratio. In the case of
specific doubtful claims, etc., the Company considers recoverability and recognizes the estimatednon-recoverable amount.
Provision for shareholder benefits
To prepare for expenses arising from the use of the shareholder benefit plan, an estimated amountfor future use of the plan is recorded based on its actual use.
(5) Method of accounting for employee retirement benefits
The Company applies a simplified method to calculate retirement benefit liabilities and retirement
benefit expenses. Under this method, the Company recognizes as retirement benefit obligation theamount the Company would pay if employees took voluntary retirement at end of period after
deducting the amount receivable through the Smaller Enterprise Retirement Allowance Mutual Aid
System.

17

(6) Criteria for recording significant income and expenses
The details of the main performance obligations in the Group's main businesses related to revenues
arising from contracts with our customers and the normal point on time for satisfying such
performance obligations (normal point in time for recognizing revenue) are as follows.
In the Real Estate Development Business, we plan, develop, and sell the Samty brand SRESIDENCE series, etc. and are obligated to deliver real estate based on contracts with ourcustomers.
In the Real Estate Solution business, we acquire, renovate, and sell profitable real estate, etc.,
and are obligated to deliver real estate based on contracts with our customers.
In our Overseas Business, we engage in for-sale housing businesses overseas and are obligatedto deliver real estate based on contracts with our customers.
In the Real Estate Leasing Business, we engage in the leasing of residential apartments, officebuildings, and commercial facilities, and are obligated to provide the services stipulated in contracts
with our customers.
The Hotel Business engages in the leasing and managing of hotels and is obligated to provide
the services stipulated in its contracts with customers.
In the Real Estate Management Business, we engage in the management of residential
apartments, office buildings, and commercial facilities and are obligated to provide the services
stipulated in the contracts with our customers.
Of these performance obligations, revenue is recognized at the time of delivery specified in thecontract for the obligation to deliver the real estate to the customer. In contrast, service provisionobligations are performance obligations that are satisfied over a certain period of time, and revenue
is recognized as services are provided. However, in some contracts, since the performanceobligation is satisfied at the point in time when the provision of the service is completed under theterms of the transaction, revenue is recognized at that time.
With regard to the sale of real estate to special purpose companies in the real estate development
business, revenue is recognized in accordance with “Practical Guidelines for Accounting Treatmentof Real Estate Securitization Using Special Purpose Entities by Transferors” (Accounting System
Committee Report No. 15, November 4, 2014). In addition, with regard to performance obligations
relating to real estate rental, revenue is recognized in accordance with “Accounting Standard forLease Transactions” (ASBJ Statement No. 13, March 30, 2007).
(7) Criteria for converting significant foreign currency-denominated assets or liabilities into Japanesecurrency
Foreign currency-denominated monetary receivables and payables are converted into yen at the
spot exchange rate on the consolidated settlement date, and the conversion difference is treatedas profit or loss. The assets and liabilities of overseas subsidiaries, etc. are converted into yen at
the spot exchange rate on the consolidated settlement date, revenues and expenses are converted
into yen at the average market price during the period, and translation differences are included in
the foreign currency translation adjustment account and non-controlling interests in the net assets
section.
(8) Method for amortization of goodwill and amortization period
Amortized using the straight-line method over a 20-year period. The goodwill is amortized in alump sum when incurred in cases where the amount is immaterial.

18

(9) Scope of funds presented in the Consolidated Statements of Cash Flows
Funds presented comprise cash on hand, deposits that can be withdrawn at any time and areeasily convertible, and short-term investments, the maturities of which are three months or lessfrom the acquisition date and thus involve only a slight risk of price fluctuation.
(10) Other material items relating to the preparation of the consolidated financial statements
Accounting treatment of consumption tax
Non-deductible consumption tax, etc., relating to real estate for sale is included in the acquisitioncost. Non-deductible consumption tax, etc., relating to fixed assets is recognized as a long-term
prepaid expense (under Other under Assets, Investments and other assets) and amortized using
the straight-line method over a five-year period.
(Change in Accounting Policy)(Application of Implementation Guidance on Accounting Standard for Fair Value Measurement)
The Implementation Guidance on Accounting Standard for Fair Value Measurement (AccountingStandards Board of Japan Application Guidance No. 31, June 17, 2021; hereinafter referred to as
the Fair Value Accounting Standard Implementation Guidance) has been applied from the beginningof the subject fiscal year. In accordance with the transitional treatment prescribed in Paragraph 272 of the Fair Value Accounting Standard Implementation Guidance, the new accounting policies
prescribed by the Fair Value Accounting Standard Implementation Guidance will be applied in the
future. The effect of the application of the Fair Value Accounting Standard, etc., on the consolidated
financial statements is immaterial.
(Change in Presentation Methods)(Consolidated Balance Sheets)
In the previous fiscal year,“Deposits” were included in “Other” under Current assets and“Nonrecourse long-term debt” was included in “Long-term borrowings” under Non-current liabilities. Dueto their increased monetary significance during the current fiscal year, it was decided to list theseseparately from the fiscal year under review.
As a result, in the consolidated balance sheet for the previous fiscal year, the ¥4,672 million thatwas shown in “Other”' under Current assets has been changed to “Deposits”' ¥22 million and“Other” ¥4,649 million. The ¥188,769 million shown in "Long-term borrowings" under Non-current
liabilities has been reclassified as "Long-term borrowings" of ¥162,999 million and "Non-recourse
long-term debt" of ¥25,770 million.
(Consolidated cash flow statement)
In the previous fiscal year, “Proceeds from non-recourse long-term borrowings'' were included in“Proceeds from long-term borrowings'' under Cash flows from financing activities and “Repaymentsof non-recourse long-term borrowings” included in “Repayments of long-term borrowings”. As itwas determined in the current fiscal year that their financial significance would increase in the future,
it was decided to list these separately from the fiscal year under review.
As a result, the ¥121,602 million shown in "Proceeds from long-term borrowings" under Cashflows from financing activities in the previous fiscal year has been reclassified as “Proceeds fromlong-term borrowings'' of ¥112,232 million and “Proceeds from non-recourse long-term borrowings''of ¥9,370 million.

19

(Additional Information)(Change of Holding Objective)
Owing to changes in holding objective, ¥41,895 million was transferred from tangible fixed assets
to inventory.
(Notes Relating to Consolidated Income Statements)
Special investigation expenses, etc.
As announced in the "Notice Concerning Postponement of Financial Results Announcement for
Fiscal Year Ended November 2022 and Establishment of Special Investigation Committee," dated
January 16, 2023, one-time expenses relating to a special investigation committee to analyze andconsider the status of transactions with specific business partners that were identified in the Group
have been recorded as Special investigation expenses, etc. under Extraordinary loss.
(Notes Relating to the Consolidated Statements of Cash Flows)
Reconciliation of end-of-period balance of cash and cash equivalents with items presented on theConsolidated Balance Sheets
At November 30
Millions of yen
FY2022
Cash and deposits

FY202346,00245,285Time deposits with maturities exceeding three months

(373)

(408)

Trust deposits with use restrictions

(573)

(720)

Deposits with withdrawal restrictions(1,951)(22)

Cash and cash equivalents

43,104

44,13320

(Segment Information)
1. Outline of reportable segments
The Samty Group’s reportable segments are those for which separate financial information is available
within the Company’s units of classification. To facilitate decisions on the allocation of management
resources by the Board of Directors and evaluation of operating performance, the reportable segments
are subject to regular review. Comprised of business-based segments, the Group’s reportablesegments are: Real Estate Development Business, Real Estate Solution Business, Overseas
Business, Real Estate Leasing Business, Hotel Business, and Real Estate Management Business.
The Real Estate Development Business engages in the planning, development, and sales of the
Samty brand S-RESIDENCE series. The Real Estate Solution Business engages in the acquisition,
renovation, and sales of profitable real estate. The Overseas Business engages in investments andhousing development business overseas. The Real Estate Leasing Business engages in the leasingof residential apartments, office buildings, and commercial facilities. The Hotel Business engages in
the leasing and operating of hotels. The Real Estate Management Business manages residential
apartments, office buildings, and commercial facilities.
2. Method of calculating reportable segment sales, profit, assets and other items
The accounting method for reportable segments is largely the same as that specified in “Material items
fundamental to the preparation of consolidated financial statements.”
Reportable segment profit (loss) is based on operating profit. Intersegment sales and transfers
are recorded based on market prices.

21

3. Sales, profit, assets and other items relating to each reportable segment
Fiscal year under review (December 1, 2021–November 30, 2022)
Years ended November 30
Millions of yen
Reportable Segment
Real Estate
Leasing
Business

Hotel
Business

Real EstateManagement
Business

7,463

8,704

6,348

3,808

128,470

―

―

―

(55)

1,385

1,330

73,48828,656

7,463

8,704

6,293

5,193

129,801

Operating profit (loss)

15,637

3,928

(593)

4,168

(2,742)775

21,174

Segment assets
Other Items
Depreciation
expenseIncrease in tangible
fixed assets andintangible fixed
assets95,99959,447

13,193

94,14459,051

4,168

326,004

―

15

36

883

168

67

1,172

―

―

2

25,707

13,838245

39,794

Net sales:
Net sales fromthird parties
Inter-segment net
sales andtransfers
Total

Real Estate
Development
Business

Real Estate
Solution
Business

73,48828,656―

Overseas
Business

Millions of yen
Adjustment
Notes 1, 2, 3

AmountRecorded on
Consolidated
IncomeStatement

128,470―

128,470

1,330(1,330)―129,801(1,330)128,470

Operating profit (loss)

21,174(7,090)14,083

Segment assets

326,004

87,589413,594

1,172

160

1,332

39,794514

40,308Total

Net sales:
Net sales fromthird parties
Inter-segment net
sales andtransfers
Total

Other Items
Depreciation
expenseIncrease in tangible
fixed assets andintangible fixed
assetsNotes

1. Adjustment to segment profit (loss) of (¥7,090 million) mainly comprises intersegment eliminations of (¥251 million),and unallocated corporate expenses of (¥6,838 million). Corporate expenses are general and administrative
expenses not attributed to any reportable segment.
2. Adjustment to segment assets of ¥87,589 million is unallocated corporate assets. Those assets mainly compriseinvestment of idle funds (cash and deposits), long-term investment funds (investment securities), and assets related
to corporate management.
3. Segment operating profit (loss) and segment assets are both adjusted to the operating profit and total assets on the
consolidated income statement.

22

Total

Fiscal year under review (December 1, 2022–November 30, 2023)
Years ended November 30
Millions of yen
Reportable Segment
Real Estate
Leasing
Business

Hotel
Business

Real EstateManagement
Business

16,640

8,679

12,987

4,202

198,660

―

―

―

33

2,498

2,532

102,627

53,523

16,6408,679

13,0206,700

201,192

Operating profit (loss)

16,193

6,554

1,237

4,020

(1,086)476

27,395

Segment assets
Other Items
Depreciation
expenseIncrease in tangible
fixed assets andintangible fixed
assets108,119

69,031

15,98655,031

63,396

4,697

316,264

―

―

49

607

295

97

1,049

―

―

20

7,231

335

185

7,774

Net sales:
Net sales fromthird parties
Inter-segment net
sales andtransfers
Total

Real Estate
Development
Business

Real Estate
Solution
Business

102,627

53,523―

Overseas
Business

Millions of yen
Adjustment
Notes 1, 2, 3

AmountRecorded on
Consolidated
IncomeStatement

198,660―

198,660

2,532(2,532)―

201,192(2,532)

198,660

Operating profit (loss)

27,395(7,861)

19,533

Segment assets

316,264

97,165

413,429

1,049

192

1,242

7,774

401

8,175

Total

Net sales:
Net sales fromthird parties
Inter-segment net
sales andtransfers
Total

Other Items
Depreciation
expenseIncrease in tangible
fixed assets andintangible fixed
assetsNotes

1. Adjustment to segment profit (loss) of (¥7,861 million) mainly comprises intersegment eliminations of (¥62 million),and unallocated corporate expenses of (¥7,799 million). Corporate expenses are general and administrative
expenses not attributed to any reportable segment.
2. Adjustment to segment assets of ¥97,165 million is unallocated corporate assets. Those assets mainly compriseinvestment of idle funds (cash and deposits), long-term investment funds (investment securities), and assets related
to corporate management.
3. Segment operating profit (loss) and segment assets are both adjusted to the operating profit and total assets on the
consolidated income statement.

23

Total

(Per Share Information)
FY2022

FY2023

Net assets per share (Yen)

2,123.10

2,265.72

Net income per share (Yen)

233.68221.44

Diluted net income per share (Yen)

213.67201.78(Note) 1. Bases for calculation of net assets per share
FY2022

FY2023

Total net assets(Millions of yen)

110,395

111,114Amount subtracted from total net assets(Millions of yen)

11,624

5,569

Non-controlling interests(Millions of yen)

11,624

5,569

98,771

105,544

46,522,082

46,583,209

Net assets attributable to common stock at(Millions of yen)end of period
Number of shares of common stock at end(Shares)of period

2. Bases for calculation of net income per share and diluted net income per share
FY2022

FY2023

Net income per share
Profit attributable to owners of parent(Millions of yen)Amount not attributable to common(Millions of yen)stock shareholders
Profit attributable to owners of parent(Millions of yen)related to ordinary shares
Average number of outstanding shares(Shares)of common stock during the year

10,866

10,306――

10,866

10,30646,499,903

46,542,623――

Diluted net income per share
Adjustment to profit attributable toowners of parent(Millions of yen)

Additional shares of common stock(Shares)

4,354,452

4,535,319

Convertible bonds(Shares)

4,354,452

4,535,319――

Outline of residual shares not included in the calculation ofdiluted net income per share owing to no dilutive effect24

(Significant Events after the Reporting Period)(Business combination by acquisition of equity interest in silent partnership business)
At the Board of Directors’ meeting held on December 13, 2023, the Company resolved to make an
additional silent partnership investment in Tozankaku LLC (“the company”), which holds trust beneficiaryrights in the "Six Senses Kyoto" development project—a brand being developed by IHG Japan
Management LLC (InterContinental Hotels Group), a global hotel chain—and to make the company aconsolidated subsidiary.
(1) Outline of business combination(A) Name of acquired company and details of its business
Name of acquired business: Tozankaku LLC
Business details: 1. Acquisition, development, ownership, rental and management of real estate
2. Acquisition, holdings and disposal of real estate trust beneficiary rights andother securities
3. Loaning of money to companies that issue shares acquired by the company
4. Any other operations incidental or relating to the businesses listed in 1. to 3.
(B) Main reason for implementing business combination
Adopted as a key strategy in the Samty Toughening Plan (Post-COVID Version), the New MediumTerm Management Plan the Company formulated in January 2021, was continuing to makecarefully selected investments with an eye on the market after hotel demand has recovered.
"Six Senses Kyoto" is a brand developed by IHG Japan Management LLC (InterContinental
Hotels Group), a global hotel chain. The Company will make an additional silent partnershipinvestment in the company, which holds trust beneficiary rights to the Six Senses Kyoto
development project as trust property. The Company believes that enjoying the attributable profits
will contribute to strengthening the stability and profitability of the Samty Group and assist in
improving its corporate value.
(C) Date of business combination
December 14, 2023
(D) Legal method of business combination
Acquisition of equity interest in silent partnership business(E) Name after business combination
No change(F) Ratio of voting rights acquired
Voting right ratio before acquisition 38.5%
Voting right ratio after acquisition 51.4%(G) Main grounds for deciding on the acquiring company
Acquiring equity interest in silent partnership equity for which the Company pays cash(2) Acquisition cost of acquired company and its breakdown
Due to confidentiality obligations, this information will not be disclosed.
(3) Details and amounts of major acquisition-related costs
Not applicable(4) Amount and cause of goodwill generated, amortization method and amortization period
Not yet decided at this time(5) Amount of assets accepted and liabilities assumed on date of business combination and theirprincipal breakdown
Not yet decided at this time25

(Business combination through stock acquisition)
At the Board of Directors’ meeting held on December 20, 2023, the Company resolved to acquire theshares of S-VIN2 VIETNAM REAL ESTATE TRADING JOINT STOCK COMPANY (S-VIN2)—through
S-VIN VIETNAM REAL ESTATE TRADING JOINT STOCK COMPANY (S-VIN), a subsidiary of our
subsidiary SAMTY ASIA INVESTMENTS PTE.LTD—and to make S-VIN2 a subsidiary (making it a subsubsidiary of the Company). The Company concluded a stock transfer agreement on December 25,
2023, and acquired the shares on December 28, 2023.
(1) Outline of business combination(A) Name of acquired company and details of its business
Name of acquired business: S-VIN2 VIETNAM REAL ESTATE TRADING JOINT STOCKCOMPANY
Business details: Real estate development(B) Main reasons for implementing business combination
In undertaking a condominium project (“the Project”) with VINHOMES JOINT STOCK COMPANY,
Vietnam’s largest real estate developer, in Ho Chi Minh City, the Company intends to lead the
Project by acquiring 99.74% of the total number of S-VIN2 shares through its subsidiary S-VIN.
(C) Date of business combination
December 28, 2023
(D) Legal method of business combination
Stock acquisition(E) Name after business combination
No change(F) Percentage of voting rights acquired
Voting right ratio after acquisition 99.74%
However, the Company’s (indirectly held) voting rights in S-VIN, the acquiring company, are 90.0%.
(G) Main grounds for deciding on the acquiring company
Due to S-VIN acquiring shares in exchange for cash(2) Acquisition cost of acquired company and its breakdown
Cash consideration for acquisition 3,891,976VND
Acquisition cost 3,891,976VND(3) Details and amounts of major acquisition-related costs
Not applicable(4) Amount and cause of goodwill generated, amortization method and amortization period
Not yet decided at this time(5) Amount of assets accepted and liabilities assumed on date of business combination and theirprincipal breakdown
Not yet decided at this time
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