Securities Report(Report under Article 24, Paragraph 1 of the
Financial Instruments and Exchange Act)
50th Fiscal Year(from April 1, 2021 to March 31, 2022)

Takara Leben Co., Ltd.
Tekko Building 16F 1-8-2, Marunouchi, Chiyoda-Ku, Tokyo, Japan(E03997)-1-

Contents
Page
Cover
Part I.

Company Information

4

I.

Company Overview

4

1. Trends in Major Management Indicators, Etc.

4

2. History

6

II.

III.

IV.

V.

3. Businesses

8

4. Subsidiaries and Associates

10

5. Employees

11

Business Overview

12

1. Management Policy, Management Environment and Challenges to Address

12

2. Business Risks

15

3. Management’s Analysis of Financial Position, Operating Results and Cash Flows17

4. Important Contracts Etc. Related to Management21

5. Research and Development

21

Facilities

22

1. Overview of Capital Expenditure, Etc.

22

2. Major Facilities

22

3. Planned Construction and Retirement of Facilities, Etc.

23

Information on the Reporting Company

24

1. Stock Information

24(1) Total number of shares, etc.

24(2) Information on the share acquisition rights, etc.

25(3) Exercise of moving strike convertible bonds, etc.

44(4) Changes in number of shares issued and capital, etc.

45(5) Shareholders composition

45(6) Status of major shareholders

45(7) Information on voting rights

46

2. Information on Purchase, Etc. of Treasury Shares46

3. Dividend Policy

47

4. Corporate Governance48(1) Overview of corporate governance48(2) Officers

52(3) Audits

58(4) Directors’ compensation, etc.

60(5) Information of shareholdings

62

Financial Information

64

1. Consolidated Financial Statements, Etc.

65

2. Financial Statements, Etc.

113

VI.

Stock Information of the Reporting Company

127

VII.

Reference Information on the Reporting Company

128

1. Information on Parent Entities of the Reporting Company

128

2. Other Reference Information

128

Part II. Information Concerning Guarantors of the Reporting Company
Audit Report
Internal Control Report

-2-

129

CoverDocument submitted:

Securities Report

Applicable provision:

Article 24, Paragraph 1 of the Financial Instruments and Exchange Act

Submitted to:

Director-General of the Kanto Local Finance Bureau

Date of submission:

June 24, 2022

Fiscal Year

50th term (from April 1, 2021 to March 31, 2022)

Company Name

Takara Leben CO., LTD.

Company Name in English

Takara Leben CO., LTD.

Representative

Kazuichi Shimada, Representative Director, CEO, President Executive Officer

Address of head office

Tekko Building 16F 1-8-2, Marunouchi, Chiyoda-Ku, Tokyo, Japan

Telephone+81-3-6551-2130

Contact

Masashi Yamamoto, Director, Executive General Manager of Administration Headquarters

Contact address

Tekko Building 16F 1-8-2, Marunouchi, Chiyoda-Ku, Tokyo, Japan

Telephone+81-3-6551-2130

Contact

Masashi Yamamoto, Director, Executive General Manager of Administration Headquarters

Place for public inspection

Kitakanto branch of Takara Leben Co., Ltd.
(4-4-1 Takasago, Urawa-ku, Saitama-shi, Saitama)
Takara Leben Osaka Branch(4-2-16, Koraibashi, Chuo-ku, Osaka-shi, Osaka)
Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)-3-

Part I. Company Information
I. Company Overview
1. Trends in Major Management Indicators, Etc.
(1) Consolidated management indicators, Etc.
Fiscal term

46th term

47th term

48th term

49th term

50th term

End of fiscal term

March 2018

March 2019

March 2020

March 2021

March 2022

Net sales(Millionsof yen)110,851

132,005

168,493

148,397

162,744

Ordinary profit(Millionsof yen)11,792

9,027

11,201

9,933

10,258

Profit attributable to owners of parent(Millionsof yen)

7,367

6,426

5,361

4,693

6,215

Comprehensive income(Millionsof yen)

7,624

6,408

5,202

5,327

6,293

Net assets(Millionsof yen)42,90747,734

51,13954,63259,601

Total assets(Millionsof yen)177,588

184,893

195,448

204,315

223,473

Net assets per share(Yen)

394.90436.68467.05498.78542.04

Profit per share

(Yen)

68.12

59.33

49.45

43.22

57.10

Diluted profit per share

(Yen)

67.80

59.00

49.11

42.94

56.69

Equity ratio

(%)

24.1

25.6

25.9

26.5

26.5

Return on equity

(%)

18.6

14.3

10.9

9.0

11.0

Price-to-earnings ratio(Times)

6.8

5.8

7.1

8.6

5.2

Cash flows from operating activities(Millionsof yen)9,869

22,42847,70826,33023,189Cash flow from investing activities(Millionsof yen)(34,463)(34,347)(32,136)(25,090)(27,871)

Cash flows from financing activities(Millionsof yen)24,012

3,427(1,608)2,654(1,132)

Cash and cash equivalent at end of year

(Millionsof yen)29,042

20,642

34,60538,50032,693

Employees

789

892

973

1,061

1,200

Average number of temporary(Persons)
employees, which is not included in thenumber of employees

105

113

118

118

111

(Note) As the Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020),
etc. from the beginning of the current fiscal year, the major management indicators and other figures for the fiscal year ended
March 31, 2022 are after the application of the accounting standard, etc.

-4-(2) Management indicators, etc. of the reporting company
Fiscal term

46th term

47th term

48th term

49th term

50th term

End of fiscal term

March 2018

March 2019

March 2020

March 2021

March 2022

Net sales(Millionsof yen)85,03898,823

123,908

96,94988,949Ordinary profit(Millionsof yen)10,214

8,002

10,548

8,682

7,738

Profit(Millionsof yen)

6,376

5,982

4,667

3,257

5,052

Capital stock(Millionsof yen)

4,819

4,819

4,819

4,819

4,819

Number of shares issued(Shares)

124,000,000

121,000,000

121,000,000

121,000,000

121,000,000

Net assets(Millionsof yen)38,92143,14345,84447,80351,447

Total assets(Millionsof yen)149,229

157,200

150,255

144,796

150,689(Yen)

358.09396.14420.64438.12469.97

16.00

16.00

19.00

14.00

18.00

5.00

5.00

6.00

4.00

4.00

Net assets per share
Dividends per share(Yen)

Interim dividends per share
Profit per share

(Yen)

58.96

55.23

43.05

30.00

46.42

Diluted profit per share

(Yen)

58.68

54.92

42.75

29.80

46.08

Equity ratio

(%)

26.0

27.3

30.4

32.9

34.0

Return on equity

(%)

17.6

14.6

10.5

7.0

10.2

Price-to-earnings ratio(Times)

7.8

6.2

8.1

12.4

6.4

Dividend payout ratio

(%)

27.1

29.0

44.1

46.7

38.8

286

296

334

365

343

5

5

10

9

8

Employees
Average number of temporary
employees, which is not included in
the number of employees(Persons)

Total shareholder return

(%)

96.0

75.8

80.6

88.3

77.0

Benchmark index: TOPIX Total
Return Index

(%)

115.9

110.0

99.6

141.5

144.3

Year high

(Yen)

566

482

525

408

378

Year low

(Yen)

437

269

306

290

261

(Notes) 1. The high and low for the year are the stock prices on the First Section of the Tokyo Stock Exchange.
2. As the Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31,2020), etc. from the beginning of the current fiscal year, the major management indicators and other figures for the fiscal
year ended March 31, 2022 are after the application of the said accounting standard, etc.

-5-

2. History
September 1972

Takara Komuten Co., Ltd. established (share capital 1.7 million yen) in Yamatocho, Itabashi-ku, Tokyo

January 1973

Obtains Tokyo governor’s building lots and buildings transaction business license ((1) No. 23405) and starts areal estate business.

May 1974
June 1975

Moves the main office to Nakaitabashi, Itabashi-ku
Purchases Daiichi Takara Building in Nakaitabashi, Itabashi-ku as a main office building

August 1975
June 1979

Obtains Tokyo governor’s construction business permit (General-50, No. 37608)
Moves the main office to Daiichi Takara Building

September 1985
May 1986

Obtains Tokyo governor’s money lending business ((1) No. 05714)
Establishes Takara Juhan Co., Ltd. to expand the real estate sales and agency business

April 1988
May 1989

Established Takara Management Co., Ltd.
The license held by Takara Juhan Co., Ltd. changes from a Tokyo governor’s building lots and buildings

May 1994

transaction business license to a Construction Minister’s license ((1) No. 3900)
The Condominium Business Division of Takara Juhan Co., Ltd. established

June 1994
February 1996

Launched sales of condominiums “Leben Heim”
The business name of Takara Management Co., Ltd. changes to Leben Community Co., Ltd.

August 1999

Obtains Construction Minister’s building lots and buildings transaction business license (license number
Construction Minister (1) No. 5924)

September 1999
October 2000

Absorbs Takara Juhan Co., Ltd.
The name of the business changes from Takara Komuten Co., Ltd. to Takara Leben Co., Ltd.

August 2001
November 2001

The main office moves to Toshima-ku, Tokyo
Listed on the JASDAQ market

December 2001
April 2003

Established TAFUCO Co., Ltd. (present Leben Zestock Co., Ltd.), which provides loan intermediary services
Listed on the second section of the Tokyo Stock Exchange

March 2004
November 2004

Listed on the first section of the Tokyo Stock Exchange
Establishes AS Partners Co., Ltd., which engages in a nursing care business.

June 2005

The license changes from a general construction business license to a special construction business license(Special-17)

September 2005

The Trust Beneficiary Rights Sales Business is registered (Kanto Local Finance Bureau Director-General(Baishin) No. 241)

May 2006
March 2009

The main office moves to Shinjuku Sumitomo Building in Shinjuku-ku, Tokyo
Shares in AS Partners Co., Ltd. sold, and AS Partners changes from a consolidated subsidiary to an associate

September 2009accounted for using the equity method
Establishes the Kita-Kanto branch

May 2010
April 2012

Japan’s first capital increase through a rights offering completed
Introduced new condominium brand “LEBEN”

October 2012

Takara Housing (present Leben Trust Co., Ltd.), which engages in real estate rental management, becomes a
subsidiary

February 2013
October 2013

Entry to mega-solar business
Establishes Takara Asset Management Co., Ltd., which engages in investment management

November 2013
April 2014

Sunwood Corporation becomes an associate accounted for using the equity method
Established Hokuriku sales office

June 2014

Oasis Co., Ltd. (present Takara Leben Realnet Co., Ltd.), which engages in real estate distribution, becomes a
subsidiary

October 2014
January 2015

Nikko Kensetsu Co., Ltd. (present Leben Home Build Co., Ltd.) becomes a subsidiary.
Live Net Co., Ltd. (present Takara Leben Tohoku Co., Ltd.) becomes a subsidiary and moves to Sendai-shi,
MiyagiJyutakujyouhoukan Co., Ltd. (present Takara Leben West Japan Co., Ltd.) becomes a subsidiary.

January 2016
June 2016

Nikko Property Co., Ltd. become a subsidiary.
Takara Leben Infrastructure Fund, Inc. becomes the first to be listed on the infrastructure fund market

January 2017
April 2017

Announces NEBEL, a new condominium brandEstablished Osaka branch and Sapporo sales office

May 2017
January 2018

Main office moved to Tekko Building, Marunouchi, Chiyoda-ku.
PAG Investment Management Ltd. (present Takara PAG Real Estate Advisory Ltd.) becomes a subsidiary-6-March 2018
July 2018

Established a representative office of Takara Leben Co., Ltd. in Hanoi, Vietnam
Takara Leben Real Estate Investment Corporation listed on the Tokyo Stock Exchange

June 2019
October 2019

Changed company name from Nikko Property Co., Ltd. to “Leben Trust Co., Ltd.”
Leben Trust Co., Ltd. merged with Takara Property Co., Ltd.

February 2021
April 2021

Establishes Leben Funding LLC., which engages in asset management
ACA Clean Energy Co., Ltd. (present Leben Clean Energy Co., Ltd.), which engages in a renewable energy

June 2021

business, becomes a subsidiary
Established Nagoya sales office

April 2022

Transferred from the First Section to the Prime Market of the Tokyo Stock Exchange following the Tokyo
Stock Exchange’s revision of its market classifications-7-

3. Businesses
The following is a description of the businesses of the major companies in the Takara Leben Group (“the Group”).
Takara Leben Co., Ltd. (“the Company”) engages mainly in the planning and development, sale, and Liquidation business of theLeben series of new condominiums for sale and an energy business.
Leben Community Co., Ltd., a consolidated subsidiary, primarily focuses on the comprehensive management of condominiums for
sale.
Takara Leben Tohoku Co., Ltd., a consolidated subsidiary, sells real estate, particularly in eastern Japan.
Takara Leben West Japan Co., Ltd., a consolidated subsidiary, sells real estate, particularly in western Japan.
Nikko Takara Corporation Co., Ltd., a consolidated subsidiary, engages mainly in the sale of detached houses and a building
contractor business.
Takara Leben Realnet Co., Ltd., a consolidated subsidiary, engages mainly in the real estate distribution business.
Leben Zestock Co., Ltd., a consolidated subsidiary, primarily renovates and sells real estate.
Leben Trust Co., Ltd., a consolidated subsidiary, engages mainly in the real estate rental management business.
Takara Asset Management Co., Ltd., a consolidated subsidiary, engages mainly in investment management.
Takara PAG Real Estate Advisory Ltd., a consolidated subsidiary, engages mainly in investment management.
Leben Clean Energy Co., Ltd., a consolidated subsidiary, engages mainly in the renewable energy business.
(Notes) 1. The Company newly acquired all of the issued shares of ACA Clean Energy Co., Ltd., and therefore included thecompany in the scope of consolidation. ACA Clean Energy Co., Ltd. changed its corporate name to Leben Clean
Energy Co., Ltd. as of June 22, 2021.
2. The Company transferred all of its shares in Sunwood Corporation, which was an associate accounted for using theequity method, and excluded the company from the scope of application of the equity method.
3. The name of Nikko Takara Corporation Co., Ltd. changed to Leben Home Build Co., Ltd. on April 1, 2022.
Effective from the current fiscal year, the Company has changed the name of its reportable segment from “Electric Power Generation
Business” to “Energy Business.” This change is a change in the name of the segment and has no impact on the segment information.
(1) Real estate sales business
The Group plans, develops, and sells new condominiums under the brand names of LEBEN and NEBEL, among othercondominiums.
(2) Real estate rental business
The Group rents apartments, condominiums, and offices, etc.
(3) Real estate management business
Leben Community Co., Ltd., a consolidated subsidiary, comprehensively manages condominiums for sale.
(4) Energy business
The Group engages in renewable energy power generation nationwide.
(5) Other business- Nursing care business
Leben Community Co., Ltd., a consolidated subsidiary, provides day care service for rehabilitation.
- Construction business
Nikko Takara Corporation Co., Ltd., a consolidated subsidiary, engages in the construction business.
- Other business
The Group engages in businesses other than the above, including a sales agency business, investment management business,and hotel business.

-8-

The chart below shows the Group’s businesses.

Leben Community Co., Ltd.

(Comprehensive condominium etc.
management business)

Takara Leben Tohoku Co., Ltd.
(Real estate sales business)

Takara Leben West Japan Co., Ltd.
(Real estate sales business)

Nikko Takara Corporation Co., Ltd.

(Detached house sales business and building
contractor business)

The Company(Real estate sales
business)

Takara Leben Realnet Co., Ltd.
(Real estate distribution business)

Consolidated
subsidiaries

Leben Zestock Co., Ltd.
(Renewal resale business)

Leben Trust Co., Ltd.
(Real estate rental management business)

Takara Asset Management Co., Ltd.
(Investment management business)

Takara PAG Real Estate Advisory Ltd.
(Investment management business)

Leben Clean Energy Co., Ltd.
(Renewable energy business)-9-4. Subsidiaries and Associates
Percentage ofvoting rights Relationships with theheld by theCompany
Company (%)

Address

Capital stock(Millions ofyen)

Leben Community Co., Ltd.

Chiyoda-ku,
Tokyo

60

Real estate
management business

100.0

Some officers holdconcurrent positions.

Takara Leben Tohoku Co., Ltd.

Sendai-shi,
Miyagi

110

Real estate sales
business

100.0–

Takara Leben West Japan Co.,Ltd.

Matsuyama-shi,
Ehime

98

Real estate sales
business

100.0

Some officers holdconcurrent positions.

Nikko Takara Corporation Co.,
Ltd. (Note 3)

Yokohama-shi,
Kanagawa

200

Real estate sales
business

100.0

Some officers holdconcurrent positions.

Takara Leben Realnet Co., Ltd.

Chuo-ku,Tokyo

30

Real estate
distribution business

100.0

Some officers holdconcurrent positions.
Financial assistancereceived

Leben Zestock Co., Ltd.

Chiyoda-ku,
TokyoReal estate purchase10
and resale business

Leben Trust Co., Ltd.

Yokohama-shi,
Kanagawa

60

Real estate rental
management business

100.0

Some officers holdconcurrent positions.

Takara Asset Management Co.,Ltd.

Chiyoda-ku,
Tokyo

250

Investment
management business

100.0

Some officers holdconcurrent positions.

Takara PAG Real Estate Advisory Minato-ku,
Ltd.
Tokyo

50

Investment
management business

60.0

–

Chuo-ku,
Tokyo

655

Renewable energy
business

100.0

Financial assistancereceived

Shibuya-ku,
Tokyo

108 Overseas business

34.0

–

Company nameMain business(Consolidated subsidiaries)

Leben Clean Energy Co., Ltd.
(Notes 1 and 4)

Some officers holdconcurrent positions.
100.0
Financial assistancereceived

Other 14 companies(Associate accounted for using theequity method)
Minato (limited liability
company)
Other 2 companies(Notes) 1. The Company newly acquired all of the issued shares of ACA Clean Energy Co., Ltd., and therefore included the company
in the scope of consolidation. ACA Clean Energy Co., Ltd. changed its corporate name to Leben Clean Energy Co., Ltd.
as of June 22, 2021.
2. The Company transferred all of its shares in Sunwood Corporation, which was an associate accounted for using the equity
method, and excluded the company from the scope of application of the equity method.
3. The name of Nikko Takara Corporation Co., Ltd. changed to Leben Home Build Co., Ltd. on April 1, 2022.
4. The company is a specified subsidiary.

- 10 -

5. Employees(1) Employees at consolidated companies
As of March 31, 2022
Segment name

Employees (persons)Real estate sales business
Real estate rental business
Real estate management business

1,200 (111)Energy business
Other
Total

1,200 (111)(Notes) 1. The number of employees is the number of full-time employees.
2. The numbers in parentheses are not included in the numbers of employees. They are the numbers of temporary employees
in the past year calculated on the assumption that each employee worked eight hours a day.
3. The Group’s organization is not structured according to business types. The same employee engages in multiple typesof business.
4. The number of employees increased 139 from the end of the previous fiscal year chiefly because Leben Clean EnergyCo., Ltd. (former ACA Clean Energy Co., Ltd.) has become a consolidated subsidiary.
(2) Employees at the reporting company
As of March 31, 2022
Employees (persons)343 (8)Average age

Average years of service

Average annual salary (yen)

36.1

6.4

7,441,000

Segment name

Employees (persons)Real estate sales business
Real estate rental business
343 (8)Energy business
Other
Total

343 (8)(Notes) 1. The number of employees is the number of full-time employees.
2. The numbers in parentheses are not included in the numbers of employees. They are the numbers of temporary employees
in the past year calculated on the assumption that each employee worked eight hours a day.
3. Bonuses and extra wages are included in the calculation of the average annual salary.
4. The Company’s organization is not structured according to business type. The same employee engages in multiple typesof business.
(3) Labor union
No labor union has been organized. Labor-management relations are good.

- 11 -

II. Business Overview
1. Management Policy, Management Environment and Challenges to Address
The forward-looking statements below are based on judgments of the Group as of the end of the fiscal year under review.
(1) Management policy
The following is the corporate vision and corporate mission.

Corporate vision: what we should be

Think happiness and make the happiness.
We will think more seriously than anyone else about people’s happiness and happy lives
and provide homes that will give shape to individual dreams.
We will think more deeply than anyone else about the happiness of communities and society
and contribute to the development of communities where everyone can live with a sense of security.
We will think more positively than anyone else about tomorrow’s happinessand propose the creation of a sustainable, environmentally friendly environment.
Think happiness and make the happiness.
That is the job of the Takara Leben Group.

Corporate mission: our attitude

Creating together
A sense of excitement
We value the sense of excitement shared with customers
and create new value in the market together with them.

A sincere attitude
We have a sincere attitude towards our partners andcreate together with them the safety and security of people and society.

Ability to get things done
Employees, each of whom has the ability to get things done,
achieve sustainable growth together.
(2) Management strategies, etc.
<Overview of the strategies>
The Company announced in May 2021 a new mid-term management plan leading up to the fiscal year ending March 31, 2025
and a long-term vision of the Group: National Brand Establishment: Become a “company trusted by all stakeholders” as theprofessional of space/city/renewable energy development. The plan has the following seven pillars:(1) Further growth of core businesses(2) Maximize group synergy(3) Optimize business portfolio(4) Establishment of a stable financial ground(5) Improvement of productivity and creation of new services through promotion of DX- 12 -

(6) Proactive ESG considerations(7) Personnel development and establishment of the rewarding workplace environment<Specific strategies>a) New built-for-sale condominiums business
The basic policy is that this business, as the core business, will rebuild the stable nationwide supply system. The
Group will develop new condominiums for sale under the brand names Leben and NEBEL in the Tokyo area and inmajor regional cities. The Group will primarily target families, single households, and DINKs in the Tokyo area andactive senior citizens in major regional cities. In the medium term, the Group aims to sell 2,500 condominium units
annually.
b) New detached house business
The basic policy is for the business which can provide a short-term return to play a role that complements the newbuilt-for-sale condominiums business. The Group will enhance area marketing, rebuild the purchase and supply
system and strive to establish a short-term return cycle.
c) Renovation and resale business
The basic policy is to establish a stable renewal business cycle. To respond to demand for used homes, which has
been increasing in recent years, the Group will strive to maintain a proper inventory, making full use of its real estate
network.
d) Liquidation business
The basic policy is to invest 30 billion yen to 50 billion yen every fiscal year. The Group will promote rental
residential property development and work to optimize the asset portfolio. When the Company sells assets to Takara
Leben Real Estate Investment Corporation, the Company obtains appraisal reports and examines the range oftransaction prices. These sales are subject to necessary internal approval.
e) Real estate rental businessAs a recurring revenue business, this business’s basic policy is to generate a stable profit. The Group will build aportfolio consisting primarily of residential and office properties.
f) Real estate management business
The basic policy for this business as a recurring revenue business is to make a stable profit. The Group will add tothe number of managed units and launch business that will derive from real estate management to expand revenue
opportunities.
g) Energy business (former Electric power generation business）
In this business, the Group will continue to develop power plants and purchase power generation facilities that havealready begun operating. The Group will strive to build a business model that does not depend on feed-in tariffs.
When the Company sells assets to Takara Leben Real Estate Investment Corporation, the Company obtains businessvaluation reports for the assets from external experts as needed and examines the range of transaction prices. Thesesales are subject to necessary internal approval.
h) Other business
The basic policy is to expand peripheral businesses derived from other businesses. The Group will aim to expand
business and leverage advantages of scale and make sure to tap into revenue opportunities derived from othersegments.
i) Overseas business
Overseas, the Group will engage primarily in the real estate sales business, which will complement the domestic
business. The Group will operate a real estate sales business in Southeast Asia for some time to come.
(3) Objective indicators to assess performance versus management targets, etc.
The Company manages business, considering equity ratio, loan to value, debt-equity ratio, and ROE. The targets are an equity
ratio of 30% or more, a loan to value ratio below 60%, a debt-equity ratio below 2.5, and an ROE of 13% or more.

- 13 -

(4) Operating environment
The business environment surrounding the Group is changing rapidly due to a variety of factors, including a declining birthrate
and aging population, a decreasing working population, and the advancement of AI. The Group will flexibly and promptly
respond to these changes to maximize corporate value and realize its vision: Think happiness and make the happiness.
Specific issues that the Group should address are described in (5) Business and financial issues to be addressed.
(5) Business and financial issues to be addressed(i) Attitude toward the real estate market
In the real estate sales business, the Group’s core business, relatively significant changes in performance occur due to a range ofchanges in the external environment, including market trends. The Group strives to build a business model where performance
is not significantly affected by the external environment by consistently developing and supplying products that respond to thestable demand that exists instead of investment products.
The liquidation business also tends to be significantly affected by the external environment. The Group will strive to improvesafety by acquiring and developing assets in considering of the balance of the entire portfolio.
(ii) Active engagement in ESG practices
The Group has set four key CSR themes, creating lifestyles with value, forming communities, providing comfortable high-quality
spaces, and developing environments and culture, and has identified 15 key issues in line with these themes. The Group will
increase its efforts to address the key issues to enhance its corporate value and be a company that is needed by society.
Currently, businesses are being required to implement environmental initiatives to contribute to he achievement of a decarbonizedsociety, such as the reduction of greenhouse gas emissions and the use of renewable energy, in response to climate change andincreasingly severe natural disasters. The Group will contribute to the achievement of a decarbonized society by providing ZEH(net zero energy house) condominiums, developing renewable energy power plants that the Group has been developing for someyears, and promoting the PPA (power purchase agreement) model where power generation companies and consumers directly
enter into agreements.
(iii) Strengthening the financial baseIn the real estate sales business, the Group’s core business, the Group, in principle, acquires commercial land and existing profitgenerating real estate with money borrowed from financial institutions and other entities. Interest-bearing debt tends to increase
with the expansion of business. The Group will strive to stabilize its financial position by keeping the equity ratio stable andsetting limits on the loan to value ratio (LTV) and debt-equity ratio and strengthen its financial base by diversifying financing
methods.
(iv) Hiring and developing human resources
As the Group is expanding its business domains and the geographic areas in which it does business, the number of personnel
needed is increasing. The Group will recruit new graduates and mid-career employees more actively in its hiring of good humanresources. Meanwhile, to build a strong organizational structure, the Group will continue striving to cultivate its middle-level
employees.
(v) Promoting Digital Transformation (DX)As digitalization has been advancing rapidly in recent years, the Group believes that it is necessary to use more digital solutions
that are directly linked to the improvement of customer convenience and the increase of corporate value in addition to providing
existing services to maintain the Group’s competitive advantage.
To respond to market needs in a timely manner, the Group will actively invest to enable employees it improve their digitaltechnology literacy, increase their ability to innovate, and enhance their ability to act while assessing cost effectiveness, and will
advance digital transformation and innovation in its value chains.

- 14 -

2. Business Risks
Of the matters regarding business and accounting situations, etc. described in the financial statements in security reports, the mainrisks that the operator recognizes as having the possibility of significantly impacting the financial condition, business performance,or cash flow condition of consolidated companies are as follows.
The forward-looking statements in this document are based on the judgment of the Group as of the end of the consolidated fiscal
year under review.
a) Earthquakes and other natural disasters
The direct impact of earthquakes and other natural disasters on the Company and its contractors, construction companies, etc.,
or difficulty in procuring construction materials caused by earthquakes and other natural disasters could lead to delays inconstruction and affect the Company’s sales and returns. In that case, the Group’s results and financial position could be affected.
To mitigate risk, the Company has expanded the areas where it supplies condominiums, and it now supplies condominiums
nationwide which has dispersed this risk.
b) Statutory regulations
The Group’s businesses are regulated by laws, including the National Land Use Planning Act, Real Estate Brokerage Act,
Building Standards Act, City Planning Act, Act on Controls, etc. on Money Lending, Act on Promotion of Proper Condominium
Management, and Long-Term Care Insurance Act as well as the ordinances of local governments and other regulations. New
laws and regulations and ordinances or revisions to laws and regulations and ordinances could cause new burdens and adversely
affect the Group’s results and business development.
The Group has become a member of industry associations and other organizations to gather necessary, accurate information. The
Compliance & Risk Management Committee develops compliance systems.
c) Dependence on borrowings
The Group raises funds for purchasing land for condominiums and other purchase funds chiefly through borrowings fromfinancial institutions. The ratio of interest-bearing debt to total assets at the end of the fiscal year under review stood at 57.3%.
Any constraints on funding due to the worsening of financial market conditions or other reasons, or sharp rises in interest rates
could adversely affect the Group’s results and financial position.
To mitigate this risk, the Group has set a loan to value ratio (LTV) target at less than 60% and a debt-equity ratio target at lessthan 2.5 to avoid excessive dependence on borrowings and is striving to establish a stable funding environment by diversifying
its financing methods.
d) Effects of buyer sentiment
The new built-for-sale condominiums business, the Group’s main business, tends to be affected by buyer sentiment. Buyer
sentiment is affected by economic trends, housing tax, consumption tax, land price trends and interest rate trends, among otherfactors. A significant decline in buyer sentiment could adversely affect the Group’s results and financial position.
e) Effects of housing loans
Customers who purchase condominiums often use housing loans provided by the Japan Housing Finance Agency and financial
institutions. Extremely inactive lending attitudes of those institutions chiefly due to changes in financial market conditions could
adversely affect the Group’s results and financial position.
f) Impact on supply trends
In the new built-for-sale condominiums business, the Group’s main business, supply trends are likely to be affected by landpurchase prices, changes in subcontracting prices paid to subcontractors and trends in financial markets. Anything significantly
impacting the above factors that influence supply trends could significantly affect the Group’s results and financial position.
g) Effects of competition, etc.
The Group operates a nationwide real estate sales business. Excessive price competition in specific areas could cause the periodsof sales activities to become prolonged or increase the difficulty of selling real estate at the expected prices. In that case, theGroup’s results and financial position could be affected.
To mitigate the risk, the Group strives to avoid excessive price competition by accurately determining the activities of competitors
and flexibly adjusting the timing of sales and sales prices.

- 15 -h) Subcontractors
The Group requests its subcontractors build condominiums. Any increase in the amounts of construction contracts due to theincrease of the price of building materials or labor costs could lower the profit margin. Any failure of the construction company,
the subcontractor, could cause a delay in construction work or a breach of contract. A construction company’s failure to fulfill
their warranties could adversely affect the Group’s results and financial position.
i) Opposition from residents living near condominium construction sites
There may be opposition from residents living near condominium construction sites due to noise during construction work,insufficient sunshine, environmental issues, etc. Any changes in construction plans, extension of construction periods, andadditional costs incurred could adversely affects the Group’s results and financial position.
Thus when building a condominium, the Group takes into consideration the environment surrounding the construction site andexamines relevant laws and ordinances of local governments to formulate a development plan. The Group gives presentations toresidents before construction starts to increase their understanding.
j) Possibility of litigation, etc.
The Group carefully examines the construction of condominiums from different perspectives. However, litigation resulting fromdefects in buildings or soil contamination may occur, and there may be changes in construction plans because of the litigation.
In that case, the Group’s results and financial position could be affected.
k) Impact of a decline in asset value
Any decline in the value of the inventories or non-current assets of the Company due to any worsening of economic conditionor the real estate market could lead to inventory writedowns or impairment losses, which in turn could have adverse affects on
the Group’s results and financial position. The Group puts its non-current assets in different groups according to the projects they
belong to. The groups are deemed to be the smallest unit for revenue generation and the Group’s determination of signs of
impairment. The Group decides whether it should recognize an impairment loss in each asset group where there are signs of
impairment based on usage, actual revenue generated, net realizable value and other factors. The Group records impairment loss
for an asset group when it determines that impairment must be recognized, assuming that the appraisal value of the real estateobtained from outside experts is the recoverable value.
l) Personal information
The Group handles a large amount of personal information in the sale and management of condominiums and other real estate.
Any leakage of personal information could adversely affect the Group’s results and financial position.
The Group has thus introduced software to prevent the leakage of personal information that it handles and manages. The Group
has also formulated regulations, created a manual for employees and provides training to employees to prevent the leakage of
information.

- 16 -

3. Management’s Analysis of Financial Position, Operating Results and Cash Flows(1) Overview of operating results, etc.
a. State of operating results
During the fiscal year under review, corporate activities and consumer spending were intermittently restricted in Japan due to
COVID-19. With increased vaccinations and regulations, COVID-19 cases subsided, but the number of cases started to rise
toward the end of 2021 due to the arrival of the COVID-19 variant. While the number of new COVID-19 cases reported
remained at a certain level, quasi-emergency measures were discontinued on March 21, 2022. Due to the end of the measures,the flow of people increased and restaurants that were closed reopened. Social and economic activities are graduallynormalizing.
In the real estate sales market in which the Group operates, consumer appetite was strong during the pandemic, althoughchanges were seen in what customers were seeking from residences as the number of people working at home increased.
Upward trends are continued in demand for convenient locations and daily life and compact condominiums, reflecting
diversified end-users’ lifestyles caused by a continued increase in single-person households and dual-income households andchanges in consumer values. Meanwhile, demand in regional urban centers remains strong, thanks in part to the demand ofactive seniors, which continues to be high, and the trend of compact city development.
In the Tokyo metropolitan area, the number of condominium units supplied increased 23.5% from the previous fiscal year, to33,636 (survey by Real Estate Economic Institute Co., Ltd.) partly due to a reaction to a decline in supply amid the pandemic
in 2020. The supply-demand balance continues to be favorable, with the number of condominium units supplied remaining at
the 30,000 level in recent years. The average sales price continued to rise and hit a record high for the third consecutive year.
The number of nationwide condominium units supplied increased 29.5% from the previous year, to 77,552 (survey by Real
Estate Economic Institute Co., Ltd.), reflecting a reaction to a decrease in supply in the previous fiscal year due to COVID19. In these conditions, the Group was the fifth largest condominium developer based on the number of condominium units
supplied sold. As an independent general real estate developer, the Company plays a role in the maintenance of stable supply
in the real estate sales market.
In the liquidation business, the Noda Nakazato Logistics Facility, the Company’s first logistics facility, was completed in
Noda, Chiba Prefecture in March 2022. The construction of the logistics facility is a new initiative in the liquidation business,
one of the Company’s major segments. It is also a project for the optimization of the liquidation business of the asset portfolio,
where the assets are mainly residential properties and office buildings in major cities in the Kanto, Kansai and Chukyo areas.
The Company announced its new mid-term management plan on May 14, 2021. It will engage in CSR activities beyond thegrowth of profit through its business to help resolve social issues and achieve the Sustainable Development Goals (SDGs) andto earn the trust of society and diverse stakeholders, while considering their happiness and helping them to achieve it, to securesustainable development.
In the fiscal year under review, the Company recorded consolidated net sales of ¥162,744 million (¥148,397 million in theprevious year), consolidated operating profit of ¥11,877 million (¥10,789 million in the previous year), consolidated ordinary
profit of ¥10,258 million (¥9,933 million in the previous year) and profit attributable to owners of parent of ¥6,215 million(¥4,693 million in the previous year).
Effective from the current fiscal year, the Company has adopted “Accounting Standard for Revenue Recognition” (ASBJ
Statement No. 29, March 31, 2020), etc. Therefore, explanations regarding operating results for the current fiscal year areprovided without stating the amount of increase or decrease compared to the previous fiscal year or the percentage change
from the previous fiscal year.
For details, please refer to V. Financial Information, 1. Consolidated Financial Statements, (1) Consolidated financial
statements, Notes (Changes in Accounting Policy).
<Net sales>
Effective from the current fiscal year, the Company has changed the name of its reportable segment from “Electric Power
Generation Business” to “Energy Business.” This change is a change in the name of the segment and has no impact on thesegment information.
In the real estate sales business, net sales amounted to ¥109,152 million, reflecting sales of 1,830 units of new built-for-salecondominiums (including JV equity interests), profit-generating real estate, as well as new detached houses and usedcondominiums.
In the real estate rental business, net sales stood at ¥5,950 million due to rental revenues of apartments, condominiums andoffices, etc.
In the real estate management business, net sales came to ¥5,856 million due to management fees, etc. from 69,335 units
managed.

- 17 -

In the energy business, net sales were ¥34,248 million, including revenues from sales of power generation facilities that werealready operating and revenues from the sale of electricity generated by other electric power generation facilities.
In other business, net sales were ¥7,536 million, reflecting contracts for construction works, orders for large-scale repair works,
and commission income, etc.
As a result, consolidated net sales in the fiscal year under review stood at ¥162,744 million (¥148,397 million in the previousyear).
<Cost of sales>
The cost of sales was ¥129,626 million (¥118,469 million in the previous year), reflecting an increase in revenue from salesof power generation facilities that were already operating.
<Selling, general and administrative expenses>
Selling, general and administrative expenses were ¥21,240 million (¥19,139 million in the previous year), chiefly due to anincrease in staff following the expansion of business.
<Non-operating income and expenses>
Non-operating income came to ¥684 million (¥687 million in the previous year), explained mainly by a fall in share of profit
of entities accounted for using the equity method for equity-method affiliates.
Non-operating expenses stood at ¥2,303 million (compared with ¥1,542 million in the previous fiscal year) mainly due to anincrease in interest expenses resulting from the acquisition of consolidated subsidiaries.
<Extraordinary income and losses>
Extraordinary income came to ¥37 million, reflecting a gain on negative goodwill.
Extraordinary losses were ¥845 million (¥2,761 million in the previous year), primarily due to the recording of impairment
losses.
The operating results of each business segment are detailed below.
<Real estate sales business>
Revenues from the real estate sales business amounted to ¥109,152 million (¥117,200 million in the previous fiscal year), asa result of revenues of ¥68,912 million from the sales of new built-for-sale condominiums, revenues of ¥23,571 million fromthe sale of profit-generating real estate, and revenues of ¥16,668 million from the sales of new detached houses and usedcondominiums, etc.
<Real estate rental business>
Revenues from the real estate rental business amounted to ¥5,950 million (¥5,753 million in the previous fiscal year), including
rent revenues from the rental of apartments, condominium units and offices.
<Real estate management business>
Revenues from the real estate management business representing management fees from 69,335 units under management
amounted to ¥5,856 million (¥5,446 million in the previous fiscal year).
<Energy business>
Revenues from the energy business amounted to ¥34,248 million (¥13,485 million in the previous year) including revenue
from sales of power generation facilities that were already operating and revenues from the sale of electricity generated byother electric power generation facilities.
<Other business>
Revenues from other business totaled ¥7,536 million (¥6,512 million in the previous year) including revenues from contracts
for construction works, orders for large-scale repair works, and commission income, etc.

- 18 -

b. Financial position
With regard to the status of consolidated assets, liabilities and net assets of the Group for the fiscal year under review, total
assets increased ¥19,157 million from the end of the previous fiscal year, to ¥223,473 million, mainly reflecting steadypurchase of business assets.
<Current assets>
Current assets rose ¥16,938 million from the end of the previous fiscal year, to ¥142,625 million, chiefly due to an increase ininventories resulting from new purchases and transfers of business assets to inventories.
<Non-current assets>
Non-current assets increased ¥2,260 million from the end of the previous fiscal year, to ¥80,792 million, mainly due to anincrease in business assets as a result of change in the scope of consolidation.
<Current liabilities>
Current liabilities increased ¥19,360 million from the end of the previous fiscal year to ¥75,010 million, mainly due to anincrease in short-term borrowings and transfers between long-term and short-term borrowings and bonds.
<Non-current liabilities>
Non-current liabilities decreased ¥5,172 million from the end of the previous fiscal year to ¥88,860 million, mainly due totransfers between long-term and short-term borrowings and bonds.
<Net assets>
Net assets increased ¥4,969 million from the end of the previous fiscal year, to ¥59,601 million, chiefly because the recorded
amount of profit attributable to owners of parent exceeded amounts such as dividends of surplus.
c. Cash flows
Cash and cash equivalents (“funds”) as of March 31, 2022 amounted to ¥32,693 million, a decrease of ¥5,806 million fromMarch 31, 2021.
<Cash flows from operating activities>
Net cash provided by operating activities was ¥23,189 million (cash provided of ¥26,330 million in the previous fiscal year).
This mainly reflects a decrease in inventories.
<Cash flows from investing activities>
Net cash used in investing activities was ¥27,871 million (cash used of ¥25,090 million in the previous fiscal year). This waschiefly due to purchase of property, plant and equipment.
<Cash flows from financing activities>
Net cash used in financing activities was ¥1,132 million (cash provided of ¥2,654 million in the previous fiscal year). This is
primarily attributable to repayment of loans payable.

- 19 -

d. Results for production, orders received and salesa) Actual net sale(Millions of yen)Previous Consolidated Fiscal Year
(From April 1, 2020
to March 31, 2021)

Segment nameCurrent Consolidated Fiscal Year
(From April 1, 2021
to March 31, 2022)

Real estate sales business

117,200

109,152

Real estate rental business

5,753

5,950

Real estate management business

5,446

5,856

Energy business

13,48534,248141,885

155,207

6,512

7,536

148,397

162,744

Total reportable segments
Other
Total
(Note) Inter-segment transactions are eliminated.
b) Number of units contracted during the year

Segment name

Previous Consolidated Fiscal Year
(From April 1, 2020
to March 31, 2021)

Current Consolidated Fiscal Year
(From April 1, 2021
to March 31, 2022)

Year-on-Year (%)

Number of units

Amounts(millions of yen)

Number of units

Amounts(millions of yen)

Real estate sales business

2,310

106,736

2,753

133,002

124.6

Total

2,310

106,736

2,753

133,002124.6c) Balance of contract
Previous Consolidated Fiscal Year
(March 31, 2021)

Current Consolidated Fiscal Year
(March 31, 2022)

Number of units

Amounts(millions of yen)

Number of units

Amounts(millions of yen)

Real estate sales business

944

37,272

1,403

61,122

164.0

Total

944

37,272

1,403

61,122164.0

Segment nameYear-on-Year (%)(2) Details of analysis and examination concerning the state of operating results, etc. from the perspective of the management
The details of understanding, analysis and examination concerning the state of operating results, etc. for the Group from theperspective of the management are as follows.
Matters concerning the future stated below are based on assessments as of the end of the fiscal year under review.
a. Details of understanding, analysis and examination concerning the state of operating results and the like for the fiscal year
under review
Looking at the operating results of the Group in the fiscal year under review, in the new built-for-sale condominiums businessof the real estate sales business, the Group’s core business, customer requirements for housing changed during the COVID19 pandemic, but their willingness to buy condominiums did not change significantly. There was good progress in sales. A
total of 1,830 units (including units belonging to joint ventures) were delivered. In the energy business, both sales and profit
rose from the previous year chiefly due to the sale of power generation facilities that were already operating, including the LS
Chiba Katsuura Power Generation Facility, one of the Company’s largest power generation facilities.
Of the external environmental factors that affect the Group’s operating results, the main factor is the market environment. Of
the internal environmental factors, the Group closely monitors dependence on borrowings. The real estate sales business, itscore business, is financed through borrowings. For stable business growth, the Group aims to secure adequate equity capitaland in principle limits the ratio of borrowings to 60%. The loan to value ratio at the end of the fiscal year under review was
57.3%, which is below this limit.
Regarding financial resources and the liquidity of funds, the Group raises part of its funds for land acquisition and construction
through borrowings from financial institutions and other entities through its real estate sales business, the core business. The- 20 -

Group has concluded commitment line agreements with major banks and other financial institutions, which makes quick
funding possible. With the expansion of business domains and the growth of the investment business in recent years,
borrowings are on the rise. Nevertheless, the Group believes that it can secure stable funding by establishing an investment
recovery cycle, improving the equity ratio, and building an appropriate portfolio.
b. Significant accounting estimates and the assumptions used for themOf the accounting estimates used in the preparation of the consolidated financial statements and the assumptions used for theestimates, important estimates and assumptions are stated in V. Financial Status, 1. Consolidated Financial Statements Etc.,(1) Notes to consolidated financial statements (Significant accounting estimates).
(3) Factors that have a significant impact on operating results
The real estate sales business, the Group’s core business, tends to be affected by buyer sentiment and trends in supply due tosuppliers. Buyer sentiment is likely to be affected by economic trends, interest rate trends, housing tax, consumption tax, land
price trends and other factors. Supply trends are likely to be affected by land purchase costs, changes in subcontracting prices
paid to general contractors and other subcontractors, failures of subcontractors, trends in financial markets and other factors.
Changes in the factors above could significantly affect the Group’s operating results.

4. Important Contracts Etc. Related to Management(Business combination through acquisition)
At an extraordinary meeting of the Board of Directors held on April 12, 2021, the Company resolved to acquire all of the issued
shares of Leben Clean Energy Co., Ltd. (the name of the business was changed from ACA Clean Energy Co., Ltd. on June 22,2021) and make it a consolidated subsidiary. The Company entered into a share transfer agreement on the same date. Under theshare transfer agreement, the Company acquired the shares in Leben Clean Energy on April 13, 2021.
For details, please refer to V. Financial Information, 1. Consolidated Financial Statements, (1) Consolidated financial statements,
Notes (Business Combination).
(Shifting to a holding company structure through a company split)
At a meeting of the Board of Directors held on March 14, 2022, the Company decided that it will change its structure to a holding
company structure on October 3, 2022 (planned) and resolved to begin preparing for the change. At a meeting of the Board of
Directors held on May 30, 2022, the Company resolved to enter into an absorption-type company split agreement related to thechange to a holding company structure with a wholly owned subsidiary, Takara Leben West Japan Co., Ltd. (hereinafter “theSucceeding Company,” the name of the business will change to Takara Leben Co., Ltd. on October 1, 2022). On the same day, theCompany entered into an absorption-type company split agreement with the Succeeding Company. For details, please see V.
Financial Information, 1. Consolidated Financial Statements, (1) Consolidated financial statements, Notes (Changes in Accounting
Policy).

5. Research and Development
Not applicable.

- 21 -

III. Facilities
1. Overview of Capital Expenditure, Etc.
The total amount of capital expenditure, etc. in the fiscal year under review was ¥25,400 million. Of that amount, business assets
purchased amounted to ¥25,208 million, and Other amounted to ¥192 million.

2. Major Facilities
Major facilities of the Group are listed below.
(1) Company submitting the report
As of March 31, 2022
Book value (millions of yen)
Name of the office(Location)
Head office(Chiyoda-ku, Tokyo)

Segment
nameDescription offacilities

Buildings Machinery,andequipment
structures and vehicles

Real estate
Administrative
sales business operation facilities

Land (m2)

Lease assets

Other

Employees(persons)

Total

309

2

–
(–)

–

220

533

343
(8)

Rental condominiums,
Real estateetc.
rental(Itabashi-ku, Tokyo, etc.) businessCondominiums forrent, retail facilities
and offices for rent

6,029

17

27,375(77,359.02)

276

2,661

36,361–

Mega solar power plants
Energy(Shiojiri-shi, Nagano,business
etc.)

Mega solar power
plants

19

4,606

599
(334,595.02)

–

17

5,243

–

(Notes) 1. The book value of Other is primarily that of construction in progress.
2. The numbers in parentheses are not included in the numbers of employees. They are the numbers of temporary employees in the past year
calculated on the assumption that each employee worked eight hours a day.

(2) Domestic subsidiaries
As of March 31, 2022

Company nameName of theoffice(Location)

Head officeLeben Community(Chiyoda-ku,
Co., Ltd.
Tokyo)

Book value (millions of yen)Segment nameLand (m2)Leaseassets

Other

Total

Employees(persons)

Administrative
operation
facilities

87

0

–
(–)

–

60

148

398
(91)

Head office(Sendai-shi,
Miyagi)Administrative
Real estate sales
operationbusinessfacilities

44

–

–
(–)

–

0

44

77

Head office
Takara Leben West
(MatsuyamaJapan Co., Ltd.
shi, Ehime)

Administrative
Real estate sales
operationbusinessfacilities

34

10

26
(1,130.26)

12

6

91

45

Nikko Takara
Corporation Co.,Ltd.

Head office
Administrative
Real estate sales(Yokohama-shi,
operationbusiness
Kanagawa)
facilities

20

0

–
(–)

–

13

34

89

Takara Leben
Realnet Co., Ltd.

Head office(Chuo-ku,
Tokyo)

Takara Leben
Tohoku Co., Ltd.

Real estate
managementbusiness

Description of Buildings Machinery,
facilities
andequipment
structures and vehicles

Real estate
distribution
business

Administrative
operation
facilities

0

–

–
(–)

–

0

1

38

Real estatepurchase andresale business

Administrative
operation
facilities

14

–

–
(–)

–

4

18

21

Leben Trust Co.,Ltd.

Head office
Real estate rental Administrative(Yokohama-shi, management
operation
Kanagawa)
businessfacilities

26

0

–
(–)

–

7

34

61
(9)

Takara AssetManagement Co.,Ltd.

Head office(Chiyoda-ku,
Tokyo)

Investment
managementbusiness

Administrative
operation
facilities

12

–

–
(–)

–

4

17

12
(1)

Takara PAG Real
Estate Advisory
Ltd.

Head office(Minato-ku,
Tokyo)

Investment
managementbusiness

Administrative
operation
facilities

16

–

–
(–)

1

2

20

13

Leben Clean
Energy Co., Ltd.

Head office(Chuo-ku,
Tokyo)

Administrative
Energy business operation
facilities

1

3

–
(–)

–

2

6

103
(2)

102

3,898

190
(255,390.45)

–

995

5,186

–

Head officeLeben Zestock Co.,
(Chiyoda-ku,
Ltd.
Tokyo)

Solar power
Solar Field 9 LLC, plantsetc.
(Houki-cho,
Tottori, etc.)

Energy business

Mega solar
power plants(Notes) 1. The book value of Other is primarily that of tools, furniture and fixtures, construction in progress, software.
2. The numbers in parentheses in the “number of employees” column are not included in the numbers of employees. They are the numbers of
temporary employees in the past year calculated on the assumption that each employee worked eight hours a day.

- 22 -

(3) Overseas subsidiaries
The information is omitted because it is insignificant.

3. Planned Construction and Retirement of Facilities, Etc.
(1) Construction of new important facilities, etc.
Not applicable.
(2) Retirement of important facilities, etc.
Not applicable.

- 23 -

IV. Information on the Reporting Company
1. Stock Information(1) Total number of shares, etc.
a. Total number of shares
Type

Number of authorized shares (shares)
248,000,000

Common stock
Total

248,000,000

b. Number of shares issued
Number of shares issued at
Number of shares issued as ofthe end of the fiscal year
Stock exchange on which theTypethe filing date (shares)(shares)Company is listed(June 24, 2022)(March 31, 2022)
First Section, Tokyo Stock
Exchange(As of the end of the fiscal
Common121,000,000
121,000,000
year)
stock
Prime Market(As of the date ofsubmission)
Total

121,000,000

121,000,000- 24 -–

Details

Standard shares in the
Company whose rights are
not limited. The number ofshares in a share unit is 100.
–

(2) Information on the share acquisition rights, etc.
(i) Description of stock option plan
Share acquisition rights issued under the Companies Act are as follows.
a. 1st series of share acquisition rights (Class B share acquisition rights)
Date of resolution
June 22, 2012
Classification and number of persons to whom rights are granted(persons)

Seven Directors of the Company
One Executive Officer of the Company

Number of share acquisition rights*

76

Class, descriptions, and number of shares to be issued upon exercise of
30,400 common shares (Note 1)
share acquisition rights (shares)*
Amount to be paid upon exercise of share acquisition rights (yen)*

400 (Note 2)

Exercise period of share acquisition rights*

From July 10, 2012, to July 9, 2052

Issue price for shares that will be issued through the exercise of shareacquisition rights and the amount booked as share capital (yen)*

Issue price 51,700
Amount booked as share capital 25,850 (Note 3)

Conditions for exercise of share acquisition rights*(Note 4)

Matters concerning the transfer of share acquisition rights*

The acquisition of share acquisition rights by transfer shallrequire the approval of the Company’s Board of Directors.

Matters regarding grant of share acquisition rights accompanying
reorganization*(Note 5)* The information is as of the end of the fiscal year under review (March 31, 2022). Because the information as of May 31, 2022 ismostly the same as that as of March 31, 2022, the information as of May 31, 2022 is omitted.
(Notes) 1. The class of shares underlying share acquisition rights is the common stock of the Company. The number of shares underlying
share acquisition rights (“Number of Granted Shares”) is 400.
If the Company executes a split or reverse split of its common stock after the allotment date of the share acquisition rights, theCompany will adjust the Number of Granted Shares using the formula below. The resulting number of shares shall be rounded
down to the nearest natural number.
Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Stock split ratio or reverse
stock split ratio
If the Number of Granted Shares needs to be adjusted when the Company executes a merger, a demerger, a free allotment ofshares, or on other occasions after the date of allotment of the share acquisition rights, the Number of Granted Shares shall be
adjusted appropriately within a reasonable degree. The adjustment of the Number of Granted Shares described in this item
shall apply only to the number of shares underlying the share acquisition rights that are not exercised at the time of theadjustment.
2. The value of the property to be contributed when share acquisition rights are exercised shall be ¥1 for a share to be deliveredat the time of exercise of the share acquisition rights multiplied by the number of shares to be granted.
3. (a) The amount of share capital to be increased due to the issuance of shares upon the exercise of the share acquisition rights
shall be half of the maximum amount of increase in share capital, etc., that is calculated pursuant to Article 17, Paragraph
1 of the Corporate Accounting Rules, and any fraction of less than one (1) yen resulting from the calculation shall be
rounded up to the nearest one (1) yen.
(b) The amount by which the legal capital surplus increases through the issuance of shares upon the exercise of shareacquisition rights shall be obtained by subtracting the increase in the amount of share capital set out in (a) above fromthe upper limit of the increase in the amounts of stated share capital and other items described in (a) above.
4. (1) (a) The share acquisition rights holder may exercise the share acquisition rights allotted to him/her from the day following
the day when he/she relinquishes his/her post of Director and post of Executive Officer.
(b) Irrespective of (a) above, the share acquisition rights holder may not exercise any share acquisition rights allotted tohim/her if either of the following items applies:(i) The share acquisition rights holder has relinquished his/her post of Director and post of Executive Officer for any
reason other than his/her death (if three years or less has passed since the date of allotment, the retirement etc.
described in (ii) below shall be excluded) and ten days have passed since the date following the day of the loss ofthe posts.
(ii) The share acquisition rights holder has relinquished his/her post of Director and post of Executive Officer within
three years of the date of allotment due to retirement etc. (voluntary resignation or retirement, or dismissal ordisciplinary action by resolution of the Company’s general meeting of shareholders or the Board of Directors).
(2) In case of the death of the share acquisition rights holder, an heir at law may exercise share acquisition rights under the
allotment agreement and the conditions below only if the share acquisition rights belong to only one person of the heirs- 25 -

at law (“Successor”). No penal code offenders who are deemed to have committed a serious crime may not become a
Successor.
(a) The Successor may not succeed to share acquisition rights in case of his/her death.
(b) The Successor shall complete the prescribed succession procedure within ten months of the commencement of
succession and by the final date of the exercise period.
(c) The Successor may exercise share acquisition rights only within two months of the completion of the succession
procedure prescribed by the Company.
5. If the event of a merger (limited to a merger where the Company is absorbed), an absorption-type company split or an
incorporation-type company split (limited to a company split where the Company is a split company), a share exchange or ashare transfer (limited to a case where the Company becomes a wholly owned subsidiary) (hereinafter collectively referred toas “Organizational Restructuring”), the Company shall deliver to share acquisition rights holders who hold share acquisitionrights remaining immediately before the effective date of Organizational Restructuring (effective date of the absorption-typemerger, date of incorporation of a stock company incorporated through a consolidation-type merger, effective date of theabsorption-type split, date of incorporation of a wholly owning parent company incorporated through the share transfer; thesame applies hereinafter; remaining share acquisition rights hereinafter referred to as “Remaining Share Acquisition Rights”)
share acquisition rights of a stock company set out in Article 236, paragraph 1, item 8 (a) through (e) of the Companies Act(“Reorganized Company”) under the conditions below. In this case, the remaining share acquisition rights shall be cancelled,
and the Reorganized Company shall newly issue share acquisition rights.
Provided, however, that it is limited to the case in which the issuance of the share option of the Reorganized Company is
specified in the merger agreement, absorption-type company split agreement, incorporation-type company split plan, shareexchange agreement or share transfer plan according to the following conditions.
(i) Number of share acquisition rights of the Reorganized Company to be delivered
The number of share acquisition rights to be delivered to a share acquisition rights holder shall be the same as thenumber of Remaining Share Acquisition Rights held by him/her.
(ii) Class and numbers of shares of the Reorganized Company to be issued upon exercise of share acquisition rights
The class of shares underlying the share acquisition rights shall be the common stock of the Reorganized Company.
The number of shares of the common stock of the Reorganized Company when share acquisition rights are exercised
shall be determined under the provision set out in (i) in consideration of the terms and conditions for Organizational
Restructuring.
(iii) Value of assets to be contributed upon exercise of each share acquisition right
The value of the property to be contributed when delivered share acquisition rights are exercised shall be calculated bymultiplying the exercise price after reorganization set out below by the number of shares underlying the shareacquisition rights. The exercise price after reorganization shall be ¥1 per share in the Reorganized Company that canbe delivered upon exercise of delivered share acquisition rights.
(iv) Matters concerning the purchase of share acquisition rights
Share acquisition rights that have not been exercised on a date separately specified by the Board of Directors may be
acquired without consideration if an absorption-type merger where the Company is absorbed, a consolidation-typemerger agreement, an absorption-type company split agreement where the Company is a split company or an
incorporation-type company split plan, or a share exchange agreement or a share transfer plan where the Company
becomes a wholly owned subsidiary is approved by the general meeting of shareholders (or the Board of Directors if
the approval of the general meeting of shareholders is not necessary) of the Company.
(v) Restriction on transfer of share acquisition rights
Any purchase of share acquisition rights by transfer shall be subject to approval by the Board of Directors of theReorganized Company.
(ⅵ) Matters concerning increase in capital and capital reserve upon issuance of shares through the exercise of shareacquisition rights
They shall be determined under the provision set out in (3).
6. The Company executed a 4-for-1 split of its common stock on July 1, 2013. Following the stock split, the number of shares
underlying the share acquisition rights changed to 400 per share acquisition right from 100.

- 26 -

b. 2nd series of share acquisition rights (Class B share acquisition rights)
Date of resolution
April 8, 2013
Classification and number of persons to whom rights are granted(persons)

Seven Directors of the Company
One Executive Officer of the Company

Number of share acquisition rights*

70

Class, descriptions, and number of shares to be issued upon exercise of
28,000 common shares (Note 1)
share acquisition rights (shares)*
Amount to be paid upon exercise of share acquisition rights (yen)*

400 (Note 2)

Exercise period of share acquisition rights*

From May 15, 2013 to May 14, 2053

Issue price for shares that will be issued through the exercise of shareacquisition rights and the amount booked as share capital (yen)*

Issue price 123,100
Amount booked as share capital 61,550 (Note 3)

Conditions for exercise of share acquisition rights*(Note 4)

Matters concerning the transfer of share acquisition rights*

The acquisition of share acquisition rights by transfer shallrequire the approval of the Company’s Board of Directors.

Matters regarding grant of share acquisition rights accompanying
reorganization*(Note 5)* The information is as of the end of the fiscal year under review (March 31, 2022). Because the information as of May 31, 2022 ismostly the same as that as of March 31, 2022, the information as of May 31, 2022 is omitted.
(Notes) 1. The class of shares underlying share acquisition rights is the common stock of the Company. The number of shares underlying
share acquisition rights (“Number of Granted Shares”) is 400.
If the Company executes a split or reverse split of its common stock after the allotment date of the share acquisition rights, theCompany will adjust the Number of Granted Shares using the formula below. The resulting number of shares shall be rounded
down to the nearest natural number.
Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Stock split ratio or reverse
stock split ratio
If the Number of Granted Shares needs to be adjusted when the Company executes a merger, a demerger, a free allotment ofshares, or on other occasions after the date of allotment of the share acquisition rights, the Number of Granted Shares shall be
adjusted appropriately within a reasonable degree. The adjustment of the Number of Granted Shares described in this item
shall apply only to the number of shares underlying the share acquisition rights that are not exercised at the time of theadjustment.
2. The value of the property to be contributed when share acquisition rights are exercised shall be ¥1 for a share to be deliveredat the time of exercise of the share acquisition rights multiplied by the number of shares to be granted.
3. (a) The amount of share capital to be increased due to the issuance of shares upon the exercise of the share acquisition rights
shall be half of the maximum amount of increase in share capital, etc., that is calculated pursuant to Article 17, Paragraph
1 of the Corporate Accounting Rules, and any fraction of less than one (1) yen resulting from the calculation shall be
rounded up to the nearest one (1) yen.
(b) The amount by which the legal capital surplus increases through the issuance of shares upon the exercise of shareacquisition rights shall be obtained by subtracting the increase in the amount of share capital set out in (a) above fromthe upper limit of the increase in the amounts of stated share capital and other items described in (a) above.
4. (1) (a) The share acquisition rights holder may exercise the share acquisition rights allotted to him/her from the day following
the day when he/she relinquishes his/her post of Director and post of Executive Officer.
(b) Irrespective of (a) above, the share acquisition rights holder may not exercise any share acquisition rights allotted tohim/her if either of the following items applies:(i) The share acquisition rights holder has relinquished his/her post of Director and post of Executive Officer for any
reason other than his/her death (if three years or less has passed since the date of allotment, the retirement etc.
described in (ii) below shall be excluded) and ten days have passed since the date following the day of the loss ofthe posts.
(ii) The share acquisition rights holder has relinquished his/her post of Director and post of Executive Officer within
three years of the date of allotment due to retirement etc. (voluntary resignation or retirement, or dismissal ordisciplinary action by resolution of the Company’s general meeting of shareholders or the Board of Directors).
(2) In case of the death of the share acquisition rights holder, an heir at law may exercise share acquisition rights under the
allotment agreement and the conditions below only if the share acquisition rights belong to only one person of the heirs
at law (“Successor”). No penal code offenders who are deemed to have committed a serious crime may not become a
Successor.
(a) The Successor may not succeed to share acquisition rights in case of his/her death.

- 27 -

(b) The Successor shall complete the prescribed succession procedure within ten months of the commencement of
succession and by the final date of the exercise period.
(c) The Successor may exercise share acquisition rights only within two months of the completion of the succession
procedure prescribed by the Company.
5. If the event of a merger (limited to a merger where the Company is absorbed), an absorption-type company split or an
incorporation-type company split (limited to a company split where the Company is a split company), a share exchange or ashare transfer (limited to a case where the Company becomes a wholly owned subsidiary) (hereinafter collectively referred toas “Organizational Restructuring”), the Company shall deliver to share acquisition rights holders who hold share acquisitionrights remaining immediately before the effective date of Organizational Restructuring (effective date of the absorption-typemerger, date of incorporation of a stock company incorporated through a consolidation-type merger, effective date of theabsorption-type split, date of incorporation of a wholly owning parent company incorporated through the share transfer; thesame applies hereinafter; remaining share acquisition rights hereinafter referred to as “Remaining Share Acquisition Rights”)
share acquisition rights of a stock company set out in Article 236, paragraph 1, item 8 (a) through (e) of the Companies Act(“Reorganized Company”) under the conditions below. In this case, the remaining share acquisition rights shall be cancelled,
and the Reorganized Company shall newly issue share acquisition rights.
Provided, however, that it is limited to the case in which the issuance of the share option of the Reorganized Company is
specified in the merger agreement, absorption-type company split agreement, incorporation-type company split plan, shareexchange agreement or share transfer plan according to the following conditions.
(i)

Number of share acquisition rights of the Reorganized Company to be delivered
The number of share acquisition rights to be delivered to a share acquisition rights holder shall be the same as thenumber of Remaining Share Acquisition Rights held by him/her.
(ii) Class and numbers of shares of the Reorganized Company to be issued upon exercise of share acquisition rights
The class of shares underlying the share acquisition rights shall be the common stock of the Reorganized Company.
The number of shares of the common stock of the Reorganized Company when share acquisition rights are exercised
shall be determined under the provision set out in (i) in consideration of the terms and conditions for Organizational
Restructuring.
(iii) Value of assets to be contributed upon exercise of each share acquisition right
The value of the property to be contributed when delivered share acquisition rights are exercised shall be calculated bymultiplying the exercise price after reorganization set out below by the number of shares underlying the shareacquisition rights. The exercise price after reorganization shall be ¥1 per share in the Reorganized Company that canbe delivered upon exercise of delivered share acquisition rights.
(iv) Matters concerning the purchase of share acquisition rights
Share acquisition rights that have not been exercised on a date separately specified by the Board of Directors may be
acquired without consideration if an absorption-type merger where the Company is absorbed, a consolidation-typemerger agreement, an absorption-type company split agreement where the Company is a split company or an
incorporation-type company split plan, or a share exchange agreement or a share transfer plan where the Company
becomes a wholly owned subsidiary is approved by the general meeting of shareholders (or the Board of Directors if
the approval of the general meeting of shareholders is not necessary) of the Company.
(v) Restriction on transfer of share acquisition rights
Any purchase of share acquisition rights by transfer shall be subject to approval by the Board of Directors of theReorganized Company.
(ⅵ) Matters concerning increase in capital and capital reserve upon issuance of shares through the exercise of shareacquisition rights
They shall be determined under the provision set out in (3).
6. The Company executed a 4-for-1 split of its common stock on July 1, 2013. Following the stock split, the number of shares
underlying the share acquisition rights changed to 400 per share acquisition right from 100.

- 28 -

c. 3rd series of share acquisition rights (Class B share acquisition rights)
Date of resolution
April 11, 2014
Classification and number of persons to whom rights are granted(persons)

Seven Directors of the Company
Two Executive Officers of the Company

Number of share acquisition rights*

69

Class, descriptions, and number of shares to be issued upon exercise of
27,600 common shares (Note 1)
share acquisition rights (shares)*
Amount to be paid upon exercise of share acquisition rights (yen)*

400 (Note 2)

Exercise period of share acquisition rights*

From May 14, 2014 to May 13, 2054

Issue price for shares that will be issued through the exercise of shareacquisition rights and the amount booked as share capital (yen)*

Issue price 74,800
Amount booked as share capital 37,400 (Note 3)

Conditions for exercise of share acquisition rights*(Note 4)

Matters concerning the transfer of share acquisition rights*

The acquisition of share acquisition rights by transfer shallrequire the approval of the Company’s Board of Directors.

Matters regarding grant of share acquisition rights accompanying
reorganization*(Note 5)* The information is as of the end of the fiscal year under review (March 31, 2022). Because the information as of May 31, 2022 ismostly the same as that as of March 31, 2022, the information as of May 31, 2022 is omitted.
(Notes) 1. The class of shares underlying share acquisition rights is the common stock of the Company. The number of shares underlying
share acquisition rights (“Number of Granted Shares”) is 400.
If the Company executes a split or reverse split of its common stock after the allotment date of the share acquisition rights, theCompany will adjust the Number of Granted Shares using the formula below. The resulting number of shares shall be rounded
down to the nearest natural number.
Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Stock split ratio or reverse
stock split ratio
If the Number of Granted Shares needs to be adjusted when the Company executes a merger, a demerger, a free allotment ofshares, or on other occasions after the date of allotment of the share acquisition rights, the Number of Granted Shares shall be
adjusted appropriately within a reasonable degree. The adjustment of the Number of Granted Shares described in this item
shall apply only to the number of shares underlying the share acquisition rights that are not exercised at the time of theadjustment.
2. The value of the property to be contributed when share acquisition rights are exercised shall be ¥1 for a share to be deliveredat the time of exercise of the share acquisition rights multiplied by the number of shares to be granted.
3. (a) The amount of share capital to be increased due to the issuance of shares upon the exercise of the share acquisition rights
shall be half of the maximum amount of increase in share capital, etc., that is calculated pursuant to Article 17, Paragraph
1 of the Corporate Accounting Rules, and any fraction of less than one (1) yen resulting from the calculation shall be
rounded up to the nearest one (1) yen.
(b) The amount by which the legal capital surplus increases through the issuance of shares upon the exercise of shareacquisition rights shall be obtained by subtracting the increase in the amount of share capital set out in (a) above fromthe upper limit of the increase in the amounts of stated share capital and other items described in (a) above.
4. (1) (a) The share acquisition rights holder may exercise the share acquisition rights allotted to him/her from the day following
the day when he/she relinquishes his/her post of Director and post of Executive Officer.
(b) Irrespective of (a) above, the share acquisition rights holder may not exercise any share acquisition rights allotted tohim/her if either of the following items applies:(i) The share acquisition rights holder has relinquished his/her post of Director and post of Executive Officer for any
reason other than his/her death (if three years or less has passed since the date of allotment, the retirement etc.
described in (ii) below shall be excluded) and ten days have passed since the date following the day of the loss ofthe posts.
(ii) The share acquisition rights holder has relinquished his/her post of Director and post of Executive Officer within
three years of the date of allotment due to retirement etc. (voluntary resignation or retirement, or dismissal ordisciplinary action by resolution of the Company’s general meeting of shareholders or the Board of Directors).
(2) In case of the death of the share acquisition rights holder, an heir at law may exercise share acquisition rights under the
allotment agreement and the conditions below only if the share acquisition rights belong to only one person of the heirs
at law (“Successor”). No penal code offenders who are deemed to have committed a serious crime may not become a
Successor.
(a) The Successor may not succeed to share acquisition rights in case of his/her death.

- 29 -

(b) The Successor shall complete the prescribed succession procedure within ten months of the commencement of
succession and by the final date of the exercise period.
(c) The Successor may exercise share acquisition rights only within two months of the completion of the succession
procedure prescribed by the Company.
5. If the event of a merger (limited to a merger where the Company is absorbed), an absorption-type company split or an
incorporation-type company split (limited to a company split where the Company is a split company), a share exchange or ashare transfer (limited to a case where the Company becomes a wholly owned subsidiary) (hereinafter collectively referred toas “Organizational Restructuring”), the Company shall deliver to share acquisition rights holders who hold share acquisitionrights remaining immediately before the effective date of Organizational Restructuring (effective date of the absorption-typemerger, date of incorporation of a stock company incorporated through a consolidation-type merger, effective date of theabsorption-type split, date of incorporation of a wholly owning parent company incorporated through the share transfer; thesame applies hereinafter; remaining share acquisition rights hereinafter referred to as “Remaining Share Acquisition Rights”)
share acquisition rights of a stock company set out in Article 236, paragraph 1, item 8 (a) through (e) of the Companies Act(“Reorganized Company”) under the conditions below. In this case, the remaining share acquisition rights shall be cancelled,
and the Reorganized Company shall newly issue share acquisition rights.
Provided, however, that it is limited to the case in which the issuance of the share option of the Reorganized Company is
specified in the merger agreement, absorption-type company split agreement, incorporation-type company split plan, shareexchange agreement or share transfer plan according to the following conditions.
(i)

Number of share acquisition rights of the Reorganized Company to be delivered
The number of share acquisition rights to be delivered to a share acquisition rights holder shall be the same as thenumber of Remaining Share Acquisition Rights held by him/her.
(ii) Class and numbers of shares of the Reorganized Company to be issued upon exercise of share acquisition rights
The class of shares underlying the share acquisition rights shall be the common stock of the Reorganized Company.
The number of shares of the common stock of the Reorganized Company when share acquisition rights are exercised
shall be determined under the provision set out in (i) in consideration of the terms and conditions for Organizational
Restructuring.
(iii) Value of assets to be contributed upon exercise of each share acquisition right
The value of the property to be contributed when delivered share acquisition rights are exercised shall be calculated bymultiplying the exercise price after reorganization set out below by the number of shares underlying the shareacquisition rights. The exercise price after reorganization shall be ¥1 per share in the Reorganized Company that canbe delivered upon exercise of delivered share acquisition rights.
(iv) Matters concerning the purchase of share acquisition rights
Share acquisition rights that have not been exercised on a date separately specified by the Board of Directors may be
acquired without consideration if an absorption-type merger where the Company is absorbed, a consolidation-typemerger agreement, an absorption-type company split agreement where the Company is a split company or an
incorporation-type company split plan, or a share exchange agreement or a share transfer plan where the Company
becomes a wholly owned subsidiary is approved by the general meeting of shareholders (or the Board of Directors if
the approval of the general meeting of shareholders is not necessary) of the Company.
(v) Restriction on transfer of share acquisition rights
Any purchase of share acquisition rights by transfer shall be subject to approval by the Board of Directors of theReorganized Company.
(ⅵ) Matters concerning increase in capital and capital reserve upon issuance of shares through the exercise of shareacquisition rights
They shall be determined under the provision set out in (3).

- 30 -

d. 4th series of share acquisition rights (Class B share acquisition rights)
Date of resolution
June 24, 2015
Classification and number of persons to whom rights are granted(persons)

Seven Directors of the Company
Three Executive Officers of the Company

Number of share acquisition rights*

80

Class, descriptions, and number of shares to be issued upon exercise of
32,000 common shares (Note 1)
share acquisition rights (shares)*
Amount to be paid upon exercise of share acquisition rights (yen)*

400 (Note 2)

Exercise period of share acquisition rights*

From July 15, 2015, to July 14, 2055

Issue price for shares that will be issued through the exercise of shareacquisition rights and the amount booked as share capital (yen)*

Issue price 189,200
Amount booked as share capital 94,600 (Note 3)

Conditions for exercise of share acquisition rights*(Note 4)

Matters concerning the transfer of share acquisition rights*

The acquisition of share acquisition rights by transfer shallrequire the approval of the Company’s Board of Directors.

Matters regarding grant of share acquisition rights accompanying
reorganization*(Note 5)* The information is as of the end of the fiscal year under review (March 31, 2022). Because the information as of May 31, 2022 ismostly the same as that as of March 31, 2022, the information as of May 31, 2022 is omitted.
(Notes) 1. The class of shares underlying share acquisition rights is the common stock of the Company. The number of shares underlying
share acquisition rights (“Number of Granted Shares”) is 400.
If the Company executes a split or reverse split of its common stock after the allotment date of the share acquisition rights, theCompany will adjust the Number of Granted Shares using the formula below. The resulting number of shares shall be rounded
down to the nearest natural number.
Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Stock split ratio or reverse
stock split ratio
If the Number of Granted Shares needs to be adjusted when the Company executes a merger, a demerger, a free allotment ofshares, or on other occasions after the date of allotment of the share acquisition rights, the Number of Granted Shares shall be
adjusted appropriately within a reasonable degree. The adjustment of the Number of Granted Shares described in this item
shall apply only to the number of shares underlying the share acquisition rights that are not exercised at the time of theadjustment.
2. The value of the property to be contributed when share acquisition rights are exercised shall be ¥1 for a share to be deliveredat the time of exercise of the share acquisition rights multiplied by the number of shares to be granted.
3. (a) The amount of share capital to be increased due to the issuance of shares upon the exercise of the share acquisition rights
shall be half of the maximum amount of increase in share capital, etc., that is calculated pursuant to Article 17, Paragraph
1 of the Corporate Accounting Rules, and any fraction of less than one (1) yen resulting from the calculation shall be
rounded up to the nearest one (1) yen.
(b) The amount by which the legal capital surplus increases through the issuance of shares upon the exercise of shareacquisition rights shall be obtained by subtracting the increase in the amount of share capital set out in (a) above fromthe upper limit of the increase in the amounts of stated share capital and other items described in (a) above.
4. (1) (a) The share acquisition rights holder may exercise the share acquisition rights allotted to him/her from the day following
the day when he/she relinquishes his/her post of Director and post of Executive Officer.
(b) Irrespective of (a) above, the share acquisition rights holder may not exercise any share acquisition rights allotted tohim/her if either of the following items applies:(i) The share acquisition rights holder has relinquished his/her post of Director and post of Executive Officer for any
reason other than his/her death (if three years or less has passed since the date of allotment, the retirement etc.
described in (ii) below shall be excluded) and ten days have passed since the date following the day of the loss ofthe posts.
(ii) The share acquisition rights holder has relinquished his/her post of Director and post of Executive Officer within
three years of the date of allotment due to retirement etc. (voluntary resignation or retirement, or dismissal ordisciplinary action by resolution of the Company’s general meeting of shareholders or the Board of Directors).
(2) In case of the death of the share acquisition rights holder, an heir at law may exercise share acquisition rights under the
allotment agreement and the conditions below only if the share acquisition rights belong to only one person of the heirs
at law (“Successor”). No penal code offenders who are deemed to have committed a serious crime may not become a
Successor.
(a) The Successor may not succeed to share acquisition rights in case of his/her death.

- 31 -

(b) The Successor shall complete the prescribed succession procedure within ten months of the commencement of
succession and by the final date of the exercise period.
(c) The Successor may exercise share acquisition rights only within two months of the completion of the succession
procedure prescribed by the Company.
5. If the event of a merger (limited to a merger where the Company is absorbed), an absorption-type company split or an
incorporation-type company split (limited to a company split where the Company is a split company), a share exchange or ashare transfer (limited to a case where the Company becomes a wholly owned subsidiary) (hereinafter collectively referred toas “Organizational Restructuring”), the Company shall deliver to share acquisition rights holders who hold share acquisitionrights remaining immediately before the effective date of Organizational Restructuring (effective date of the absorption-typemerger, date of incorporation of a stock company incorporated through a consolidation-type merger, effective date of theabsorption-type split, date of incorporation of a wholly owning parent company incorporated through the share transfer; thesame applies hereinafter; remaining share acquisition rights hereinafter referred to as “Remaining Share Acquisition Rights”)
share acquisition rights of a stock company set out in Article 236, paragraph 1, item 8 (a) through (e) of the Companies Act(“Reorganized Company”) under the conditions below. In this case, the remaining share acquisition rights shall be cancelled,
and the Reorganized Company shall newly issue share acquisition rights.
Provided, however, that it is limited to the case in which the issuance of the share option of the Reorganized Company is
specified in the merger agreement, absorption-type company split agreement, incorporation-type company split plan, shareexchange agreement or share transfer plan according to the following conditions.
(i)

Number of share acquisition rights of the Reorganized Company to be delivered
The number of share acquisition rights to be delivered to a share acquisition rights holder shall be the same as thenumber of Remaining Share Acquisition Rights held by him/her.
(ii) Class and numbers of shares of the Reorganized Company to be issued upon exercise of share acquisition rights
The class of shares underlying the share acquisition rights shall be the common stock of the Reorganized Company.
The number of shares of the common stock of the Reorganized Company when share acquisition rights are exercised
shall be determined under the provision set out in (i) in consideration of the terms and conditions for Organizational
Restructuring.
(iii) Value of assets to be contributed upon exercise of each share acquisition right
The value of the property to be contributed when delivered share acquisition rights are exercised shall be calculated bymultiplying the exercise price after reorganization set out below by the number of shares underlying the shareacquisition rights. The exercise price after reorganization shall be ¥1 per share in the Reorganized Company that canbe delivered upon exercise of delivered share acquisition rights.
(iv) Matters concerning the purchase of share acquisition rights
Share acquisition rights that have not been exercised on a date separately specified by the Board of Directors may be
acquired without consideration if an absorption-type merger where the Company is absorbed, a consolidation-typemerger agreement, an absorption-type company split agreement where the Company is a split company or an
incorporation-type company split plan, or a share exchange agreement or a share transfer plan where the Company
becomes a wholly owned subsidiary is approved by the general meeting of shareholders (or the Board of Directors if
the approval of the general meeting of shareholders is not necessary) of the Company.
(v) Restriction on transfer of share acquisition rights
Any purchase of share acquisition rights by transfer shall be subject to approval by the Board of Directors of theReorganized Company.
(ⅵ) Matters concerning increase in capital and capital reserve upon issuance of shares through the exercise of shareacquisition rights
They shall be determined under the provision set out in (3).

- 32 -

e. 5th series of share acquisition rights (Class B share acquisition rights)
Date of resolution
April 11, 2016
Classification and number of persons to whom rights are granted(persons)

Seven Directors of the Company
Two Executive Officers of the Company

Number of share acquisition rights*

80

Class, descriptions, and number of shares to be issued upon exercise of
32,000 common shares (Note 1)
share acquisition rights (shares)*
Amount to be paid upon exercise of share acquisition rights (yen)*

400 (Note 2)

Exercise period of share acquisition rights*

From May 11, 2016, to May 10, 2056

Issue price for shares that will be issued through the exercise of shareacquisition rights and the amount booked as share capital (yen)*

Issue price 192,400
Amount booked as share capital 96,200 (Note 3)

Conditions for exercise of share acquisition rights*(Note 4)

Matters concerning the transfer of share acquisition rights*

The acquisition of share acquisition rights by transfer shallrequire the approval of the Company’s Board of Directors.

Matters regarding grant of share acquisition rights accompanying
reorganization*(Note 5)* The information is as of the end of the fiscal year under review (March 31, 2022). Because the information as of May 31, 2022 ismostly the same as that as of March 31, 2022, the information as of May 31, 2022 is omitted.
(Notes) 1. The class of shares underlying share acquisition rights is the common stock of the Company. The number of shares underlying
share acquisition rights (“Number of Granted Shares”) is 400.
If the Company executes a split or reverse split of its common stock after the allotment date of the share acquisition rights, theCompany will adjust the Number of Granted Shares using the formula below. The resulting number of shares shall be rounded
down to the nearest natural number.
Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Stock split ratio or reverse
stock split ratio
If the Number of Granted Shares needs to be adjusted when the Company executes a merger, a demerger, a free allotment ofshares, or on other occasions after the date of allotment of the share acquisition rights, the Number of Granted Shares shall be
adjusted appropriately within a reasonable degree. The adjustment of the Number of Granted Shares described in this item
shall apply only to the number of shares underlying the share acquisition rights that are not exercised at the time of theadjustment.
2. The value of the property to be contributed when share acquisition rights are exercised shall be ¥1 for a share to be deliveredat the time of exercise of the share acquisition rights multiplied by the number of shares to be granted.
3. (a) The amount of share capital to be increased due to the issuance of shares upon the exercise of the share acquisition rights
shall be half of the maximum amount of increase in share capital, etc., that is calculated pursuant to Article 17, Paragraph
1 of the Corporate Accounting Rules, and any fraction of less than one (1) yen resulting from the calculation shall be
rounded up to the nearest one (1) yen.
(b) The amount by which the legal capital surplus increases through the issuance of shares upon the exercise of shareacquisition rights shall be obtained by subtracting the increase in the amount of share capital set out in (a) above fromthe upper limit of the increase in the amounts of stated share capital and other items described in (a) above.
4. (1) (a) The share acquisition rights holder may exercise the share acquisition rights allotted to him/her from the day following
the day when he/she relinquishes his/her post of Director and post of Executive Officer.
(b) Irrespective of (a) above, the share acquisition rights holder may not exercise any share acquisition rights allotted tohim/her if either of the following items applies:(i) The share acquisition rights holder has relinquished his/her post of Director and post of Executive Officer for any
reason other than his/her death (if three years or less has passed since the date of allotment, the retirement etc.
described in (ii) below shall be excluded) and ten days have passed since the date following the day of the loss ofthe posts.
(ii) The share acquisition rights holder has relinquished his/her post of Director and post of Executive Officer within
three years of the date of allotment due to retirement etc. (voluntary resignation or retirement, or dismissal ordisciplinary action by resolution of the Company’s general meeting of shareholders or the Board of Directors).
(2) In case of the death of the share acquisition rights holder, an heir at law may exercise share acquisition rights under the
allotment agreement and the conditions below only if the share acquisition rights belong to only one person of the heirs
at law (“Successor”). No penal code offenders who are deemed to have committed a serious crime may not become a
Successor.
(a) The Successor may not succeed to share acquisition rights in case of his/her death.

- 33 -

(b) The Successor shall complete the prescribed succession procedure within ten months of the commencement of
succession and by the final date of the exercise period.
(c) The Successor may exercise share acquisition rights only within two months of the completion of the succession
procedure prescribed by the Company.
5. If the event of a merger (limited to a merger where the Company is absorbed), an absorption-type company split or an
incorporation-type company split (limited to a company split where the Company is a split company), a share exchange or ashare transfer (limited to a case where the Company becomes a wholly owned subsidiary) (hereinafter collectively referred toas “Organizational Restructuring”), the Company shall deliver to share acquisition rights holders who hold share acquisitionrights remaining immediately before the effective date of Organizational Restructuring (effective date of the absorption-typemerger, date of incorporation of a stock company incorporated through a consolidation-type merger, effective date of theabsorption-type split, date of incorporation of a wholly owning parent company incorporated through the share transfer; thesame applies hereinafter; remaining share acquisition rights hereinafter referred to as “Remaining Share Acquisition Rights”)
share acquisition rights of a stock company set out in Article 236, paragraph 1, item 8 (a) through (e) of the Companies Act(“Reorganized Company”) under the conditions below. In this case, the remaining share acquisition rights shall be cancelled,
and the Reorganized Company shall newly issue share acquisition rights.
Provided, however, that it is limited to the case in which the issuance of the share option of the Reorganized Company is
specified in the merger agreement, absorption-type company split agreement, incorporation-type company split plan, shareexchange agreement or share transfer plan according to the following conditions.
(i)

Number of share acquisition rights of the Reorganized Company to be delivered
The number of share acquisition rights to be delivered to a share acquisition rights holder shall be the same as thenumber of Remaining Share Acquisition Rights held by him/her.
(ii) Class and numbers of shares of the Reorganized Company to be issued upon exercise of share acquisition rights
The class of shares underlying the share acquisition rights shall be the common stock of the Reorganized Company.
The number of shares of the common stock of the Reorganized Company when share acquisition rights are exercised
shall be determined under the provision set out in (i) in consideration of the terms and conditions for Organizational
Restructuring.
(iii) Value of assets to be contributed upon exercise of each share acquisition right
The value of the property to be contributed when delivered share acquisition rights are exercised shall be calculated bymultiplying the exercise price after reorganization set out below by the number of shares underlying the shareacquisition rights. The exercise price after reorganization shall be ¥1 per share in the Reorganized Company that canbe delivered upon exercise of delivered share acquisition rights.
(iv) Matters concerning the purchase of share acquisition rights
Share acquisition rights that have not been exercised on a date separately specified by the Board of Directors may be
acquired without consideration if an absorption-type merger where the Company is absorbed, a consolidation-typemerger agreement, an absorption-type company split agreement where the Company is a split company or an
incorporation-type company split plan, or a share exchange agreement or a share transfer plan where the Company
becomes a wholly owned subsidiary is approved by the general meeting of shareholders (or the Board of Directors if
the approval of the general meeting of shareholders is not necessary) of the Company.
(v) Restriction on transfer of share acquisition rights
Any purchase of share acquisition rights by transfer shall be subject to approval by the Board of Directors of theReorganized Company.
(ⅵ) Matters concerning increase in capital and capital reserve upon issuance of shares through the exercise of shareacquisition rights
They shall be determined under the provision set out in (3).

- 34 -

f. 6th series of share acquisition rights (Class B share acquisition rights)
Date of resolution
June 27, 2017Classification and number of persons to whom rights are granted(persons)

Six Directors of the Company
Five Executive Officers of the Company

Number of share acquisition rights*

190

Class, descriptions, and number of shares to be issued upon exercise of
76,000 common share (Note 1)
share acquisition rights (shares)*
Amount to be paid upon exercise of share acquisition rights (yen)*

400 (Note 2)

Exercise period of share acquisition rights*

From July 12, 2017, to July 11, 2057

Issue price for shares that will be issued through the exercise of shareacquisition rights and the amount booked as share capital (yen)*

Issue price 126,800
Amount booked as share capital 63,400 (Note 3)

Conditions for exercise of share acquisition rights*(Note 4)

Matters concerning the transfer of share acquisition rights*

The acquisition of share acquisition rights by transfer shallrequire the approval of the Company’s Board of Directors.

Matters regarding grant of share acquisition rights accompanying
reorganization*(Note 5)* The information is as of the end of the fiscal year under review (March 31, 2022). Because the information as of May 31, 2022 ismostly the same as that as of March 31, 2022, the information as of May 31, 2022 is omitted.
(Notes) 1. The class of shares underlying share acquisition rights is the common stock of the Company. The number of shares underlying
share acquisition rights (“Number of Granted Shares”) is 400.
If the Company executes a split or reverse split of its common stock after the allotment date of the share acquisition rights, theCompany will adjust the Number of Granted Shares using the formula below. The resulting number of shares shall be rounded
down to the nearest natural number.
Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Stock split ratio or reverse
stock split ratio
If the Number of Granted Shares needs to be adjusted when the Company executes a merger, a demerger, a free allotment ofshares, or on other occasions after the date of allotment of the share acquisition rights, the Number of Granted Shares shall be
adjusted appropriately within a reasonable degree. The adjustment of the Number of Granted Shares described in this item
shall apply only to the number of shares underlying the share acquisition rights that are not exercised at the time of theadjustment.
2. The value of the property to be contributed when share acquisition rights are exercised shall be ¥1 for a share to be deliveredat the time of exercise of the share acquisition rights multiplied by the number of shares to be granted.
3. (a) The amount of share capital to be increased due to the issuance of shares upon the exercise of the share acquisition rights
shall be half of the maximum amount of increase in share capital, etc., that is calculated pursuant to Article 17, Paragraph
1 of the Corporate Accounting Rules, and any fraction of less than one (1) yen resulting from the calculation shall be
rounded up to the nearest one (1) yen.
(b) The amount by which the legal capital surplus increases through the issuance of shares upon the exercise of shareacquisition rights shall be obtained by subtracting the increase in the amount of share capital set out in (a) above fromthe upper limit of the increase in the amounts of stated share capital and other items described in (a) above.
4. (1) The share acquisition rights holder may exercise the share acquisition rights allotted to him/her from the day following
the day when he/she has relinquished his/her post of Director and post of Executive Officer.
(2) Regardless of the provision of (1), a person who is allotted share acquisition rights may not exercise the share acquisitionrights if he/she meets any of the conditions below.
(a) Has not exercised share acquisition rights during the exercise period(b) Has been subject to suspension from work or a heavier disciplinary action(c) Has relinquished his/her post of Director or post of Executive Officer within three years of the date of allotment due
to voluntary resignation or other reasons (excluding retirement due to the expiration of the term of office and retirement
or resignation due to the Company’s convenience)(d) Has relinquished the post of Director and post of Executive Officer due to dismissal or disciplinary action by resolutionof the Company’s general meeting of shareholders or the Board of Directors or due to the Board of Director’s
reasonable decision that it is not appropriate to allow him/her to exercise share acquisition rights(e) Has renounced his/her share acquisition rights(3) In the case of the death of the share acquisition rights holder, a legal heir may exercise share acquisition rights under the
allotment agreement and the conditions below only if the share acquisition rights belong to only one person of the heirs
at law (“Successor”). No penal code offenders who are deemed to have committed a serious crime may not become a- 35 -

Successor.
(a) The Successor may not succeed to share acquisition rights in case of his/her death.
(b) The Successor shall complete the prescribed succession procedure within ten months of the commencement of
succession and by the final date of the exercise period.
(c) The Successor may exercise share acquisition rights only within two months of the completion of the succession
procedure prescribed by the Company.
5. If the event of a merger (limited to a merger where the Company is absorbed), an absorption-type company split or an
incorporation-type company split (limited to a company split where the Company is a split company), a share exchange or ashare transfer (limited to a case where the Company becomes a wholly owned subsidiary) (hereinafter collectively referred toas “Organizational Restructuring”), the Company shall deliver to share acquisition rights holders who hold share acquisitionrights remaining immediately before the effective date of Organizational Restructuring (effective date of the absorption-typemerger, date of incorporation of a stock company incorporated through a consolidation-type merger, effective date of theabsorption-type split, date of incorporation of a wholly owning parent company incorporated through the share transfer; thesame applies hereinafter; remaining share acquisition rights hereinafter referred to as “Remaining Share Acquisition Rights”)
share acquisition rights of a stock company set out in Article 236, paragraph 1, item 8 (a) through (e) of the Companies Act(“Reorganized Company”) under the conditions below. In this case, the remaining share acquisition rights shall be cancelled,
and the Reorganized Company shall newly issue share acquisition rights.
Provided, however, that it is limited to the case in which the issuance of the share option of the Reorganized Company is
specified in the merger agreement, absorption-type company split agreement, incorporation-type company split plan, shareexchange agreement or share transfer plan according to the following conditions.
(i)

Number of share acquisition rights of the Reorganized Company to be delivered
The number of share acquisition rights to be delivered to a share acquisition rights holder shall be the same as thenumber of Remaining Share Acquisition Rights held by him/her.
(ii) Class and numbers of shares of the Reorganized Company to be issued upon exercise of share acquisition rights
The class of shares underlying the share acquisition rights shall be the common stock of the Reorganized Company.
The number of shares of the common stock of the Reorganized Company when share acquisition rights are exercised
shall be determined under the provision set out in (i) in consideration of the terms and conditions for Organizational
Restructuring.
(iii) Value of assets to be contributed upon exercise of each share acquisition right
The value of the property to be contributed when delivered share acquisition rights are exercised shall be calculated bymultiplying the exercise price after reorganization set out below by the number of shares underlying the shareacquisition rights. The exercise price after reorganization shall be ¥1 per share in the Reorganized Company that canbe delivered upon exercise of delivered share acquisition rights.
(iv) Matters concerning the purchase of share acquisition rights
Share acquisition rights that have not been exercised on a date separately specified by the Board of Directors may be
acquired without consideration if an absorption-type merger where the Company is absorbed, a consolidation-typemerger agreement, an absorption-type company split agreement where the Company is a split company or an
incorporation-type company split plan, or a share exchange agreement or a share transfer plan where the Company
becomes a wholly owned subsidiary is approved by the general meeting of shareholders (or the Board of Directors if
the approval of the general meeting of shareholders is not necessary) of the Company.
(v) Restriction on transfer of share acquisition rights
Any purchase of share acquisition rights by transfer shall be subject to approval by the Board of Directors of theReorganized Company.
(ⅵ) Matters concerning increase in capital and capital reserve upon issuance of shares through the exercise of shareacquisition rights
They shall be determined under the provision set out in (3).

- 36 -

g. 7th series of share acquisition rights (Class B share acquisition rights)
Date of resolution
August 2, 2018
Classification and number of persons to whom rights are granted(persons)

Seven Directors of the Company
Seven Executive Officers of the Company

Number of share acquisition rights*

255

Class, descriptions, and number of shares to be issued upon exercise of
102,000 common shares (Note 1)
share acquisition rights (shares)*
Amount to be paid upon exercise of share acquisition rights (yen)*

400 (Note 2)

Exercise period of share acquisition rights*

From August 29, 2018, to August 28, 2058

Issue price for shares that will be issued through the exercise of shareacquisition rights and the amount booked as share capital (yen)*

Issue price 101,600
Amount booked as share capital 50,800 (Note 3)

Conditions for exercise of share acquisition rights*(Note 4)

Matters concerning the transfer of share acquisition rights*

The acquisition of share acquisition rights by transfer shallrequire the approval of the Company’s Board of Directors.

Matters regarding grant of share acquisition rights accompanying
reorganization*(Note 5)* The information is as of the end of the fiscal year under review (March 31, 2022). Because the information as of May 31, 2022 ismostly the same as that as of March 31, 2022, the information as of May 31, 2022 is omitted.
(Notes) 1. The class of shares underlying share acquisition rights is the common stock of the Company. The number of shares underlying
share acquisition rights (“Number of Granted Shares”) is 400.
If the Company executes a split or reverse split of its common stock after the allotment date of the share acquisition rights, theCompany will adjust the Number of Granted Shares using the formula below. The resulting number of shares shall be rounded
down to the nearest natural number.
Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Stock split ratio or reverse
stock split ratio
If the Number of Granted Shares needs to be adjusted when the Company executes a merger, a demerger, a stock split, areverse stock split, a free allotment of shares, or on other occasions, the Number of Granted Shares shall be adjusted
appropriately within a reasonable degree.
The adjustment of the Number of Granted Shares described in this item shall apply only to the number of shares underlying
the share acquisition rights that are not exercised at the time of the adjustment.
2. The value of the property to be contributed when share acquisition rights are exercised shall be ¥1 for a share to be deliveredat the time of exercise of the share acquisition rights multiplied by the number of shares to be granted.
3. (a) The amount of share capital to be increased due to the issuance of shares upon the exercise of the share acquisition rights
shall be half of the maximum amount of increase in share capital, etc., that is calculated pursuant to Article 17, Paragraph
1 of the Corporate Accounting Rules, and any fraction of less than one (1) yen resulting from the calculation shall be
rounded up to the nearest one (1) yen.
(b) The amount by which the legal capital surplus increases through the issuance of shares upon the exercise of shareacquisition rights shall be obtained by subtracting the increase in the amount of share capital set out in (a) above fromthe upper limit of the increase in the amounts of stated share capital and other items described in (a) above.
4. (1) The share acquisition rights holder may exercise the share acquisition rights allotted to him/her from the day following
the day when he/she has relinquished his/her post of Director and post of Executive Officer.
(2) Regardless of the provision of (1), a person who is allotted share acquisition rights may not exercise the share acquisitionrights if he/she meets any of the conditions below.
(a) Has not exercised share acquisition rights during the exercise period(b) Has been subject to suspension from work or a heavier disciplinary action(c) Has relinquished his/her post of Director and post of Executive Officer within a year of the date of allotment due tovoluntary resignation or other reasons (excluding retirement due to the expiration of the term of office and retirement
or resignation due to the Company’s convenience)(d) Has relinquished the post of Director and post of Executive Officer due to dismissal or disciplinary action by resolutionof the Company’s general meeting of shareholders or the Board of Directors or due to the Board of Director’s
reasonable decision that it is not appropriate to allow him/her to exercise share acquisition rights(e) Has renounced his/her share acquisition rights(3) In the case of the death of the share acquisition rights holder, a legal heir may exercise share acquisition rights under the
allotment agreement and the conditions below only if the share acquisition rights belong to only one person of the heirs
at law (“Successor”). No penal code offenders who are deemed to have committed a serious crime may not become a- 37 -

Successor.
(a) The Successor may not succeed to share acquisition rights in case of his/her death.
(b) The Successor shall complete the prescribed succession procedure within ten months of the commencement of
succession and by the final date of the exercise period.
(c) The Successor may exercise share acquisition rights only within two months of the completion of the succession
procedure prescribed by the Company.
5. If the event of a merger (limited to a merger where the Company is absorbed), an absorption-type company split or an
incorporation-type company split (limited to a company split where the Company is a split company), a share exchange or ashare transfer (limited to a case where the Company becomes a wholly owned subsidiary) (hereinafter collectively referred toas “Organizational Restructuring”), the Company shall deliver to share acquisition rights holders who hold share acquisitionrights remaining immediately before the effective date of Organizational Restructuring (effective date of the absorption-typemerger, date of incorporation of a stock company incorporated through a consolidation-type merger, effective date of theabsorption-type split, date of incorporation of a wholly owning parent company incorporated through the share transfer; thesame applies hereinafter; remaining share acquisition rights hereinafter referred to as “Remaining Share Acquisition Rights”)
share acquisition rights of a stock company set out in Article 236, paragraph 1, item 8 (a) through (e) of the Companies Act(“Reorganized Company”) under the conditions below. In this case, the remaining share acquisition rights shall be cancelled,
and the Reorganized Company shall newly issue share acquisition rights.
Provided, however, that it is limited to the case in which the issuance of the share option of the Reorganized Company is
specified in the merger agreement, absorption-type company split agreement, incorporation-type company split plan, shareexchange agreement or share transfer plan according to the following conditions.
(i)

Number of share acquisition rights of the Reorganized Company to be delivered
The number of share acquisition rights to be delivered to a share acquisition rights holder shall be the same as thenumber of Remaining Share Acquisition Rights held by him/her.
(ii) Class and numbers of shares of the Reorganized Company to be issued upon exercise of share acquisition rights
The class of shares underlying the share acquisition rights shall be the common stock of the Reorganized Company.
The number of shares of the common stock of the Reorganized Company when share acquisition rights are exercised
shall be determined under the provision set out in (i) in consideration of the terms and conditions for Organizational
Restructuring.
(iii) Value of assets to be contributed upon exercise of each share acquisition right
The value of the property to be contributed when delivered share acquisition rights are exercised shall be calculated bymultiplying the exercise price after reorganization set out below by the number of shares underlying the shareacquisition rights. The exercise price after reorganization shall be ¥1 per share in the Reorganized Company that canbe delivered upon exercise of delivered share acquisition rights.
(iv) Matters concerning the purchase of share acquisition rights
Share acquisition rights that have not been exercised on a date separately specified by the Board of Directors may be
acquired without consideration if an absorption-type merger where the Company is absorbed, a consolidation-typemerger agreement, an absorption-type company split agreement where the Company is a split company or an
incorporation-type company split plan, or a share exchange agreement or a share transfer plan where the Company
becomes a wholly owned subsidiary is approved by the general meeting of shareholders (or the Board of Directors if
the approval of the general meeting of shareholders is not necessary) of the Company.
(v) Restriction on transfer of share acquisition rights
Any purchase of share acquisition rights by transfer shall be subject to approval by the Board of Directors of theReorganized Company.
(ⅵ) Matters concerning increase in capital and capital reserve upon issuance of shares through the exercise of shareacquisition rights
They shall be determined under the provision set out in (3).

- 38 -

h. 8th series of share acquisition rights (Class B share acquisition rights)
Date of resolution
July 1, 2019
Classification and number of persons to whom rights are granted(persons)

Seven Directors of the Company
Six Executive Officers of the Company

Number of share acquisition rights*

255

Class, descriptions, and number of shares to be issued upon exercise of
102,000 common shares (Note 1)
share acquisition rights (shares)*
Amount to be paid upon exercise of share acquisition rights (yen)*

400 (Note 2)

Exercise period of share acquisition rights*

From July 31, 2019 to July 30, 2059

Issue price for shares that will be issued through the exercise of shareacquisition rights and the amount booked as share capital (yen)*

Issue price 116,400
Amount booked as share capital 58,200 (Note 3)

Conditions for exercise of share acquisition rights*(Note 4)

Matters concerning the transfer of share acquisition rights*

The acquisition of share acquisition rights by transfer shallrequire the approval of the Company’s Board of Directors.

Matters regarding grant of share acquisition rights accompanying
reorganization*(Note 5)* The information is as of the end of the fiscal year under review (March 31, 2022). Because the information as of May 31, 2022 ismostly the same as that as of March 31, 2022, the information as of May 31, 2022 is omitted.
(Notes) 1. The class of shares underlying share acquisition rights is the common stock of the Company. The number of shares underlying
share acquisition rights (“Number of Granted Shares”) is 400.
If the Company executes a split or reverse split of its common stock after the allotment date of the share acquisition rights, theCompany will adjust the Number of Granted Shares using the formula below. The resulting number of shares shall be rounded
down to the nearest natural number.
Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Stock split ratio or reverse
stock split ratio
If the Number of Granted Shares needs to be adjusted when the Company executes a merger, a demerger, a stock split, areverse stock split, a free allotment of shares, or on other occasions, the Number of Granted Shares shall be adjusted
appropriately within a reasonable degree.
The adjustment of the Number of Granted Shares described in this item shall apply only to the number of shares underlying
the share acquisition rights that are not exercised at the time of the adjustment.
2. The value of the property to be contributed when share acquisition rights are exercised shall be ¥1 for a share to be deliveredat the time of exercise of the share acquisition rights multiplied by the number of shares to be granted.
3. (a) The amount of share capital to be increased due to the issuance of shares upon the exercise of the share acquisition rights
shall be half of the maximum amount of increase in share capital, etc., that is calculated pursuant to Article 17, Paragraph
1 of the Corporate Accounting Rules, and any fraction of less than one (1) yen resulting from the calculation shall be
rounded up to the nearest one (1) yen.
(b) The amount by which the legal capital surplus increases through the issuance of shares upon the exercise of shareacquisition rights shall be obtained by subtracting the increase in the amount of share capital set out in (a) above fromthe upper limit of the increase in the amounts of stated share capital and other items described in (a) above.
4. (1) The share acquisition rights holder may exercise the share acquisition rights allotted to him/her from the day following
the day when he/she has relinquished his/her post of Director and post of Executive Officer.
(2) Regardless of the provision of (1), a person who is allotted share acquisition rights may not exercise the share acquisitionrights if he/she meets any of the conditions below.
(a) Has not exercised share acquisition rights during the exercise period(b) Has been subject to suspension from work or a heavier disciplinary action(c) Has relinquished his/her post of Director and post of Executive Officer within a year of the date of allotment due tovoluntary resignation or other reasons (excluding retirement due to the expiration of the term of office and retirement
or resignation due to the Company’s convenience)(d) Has relinquished the post of Director and post of Executive Officer due to dismissal or disciplinary action by resolutionof the Company’s general meeting of shareholders or the Board of Directors or due to the Board of Director’s
reasonable decision that it is not appropriate to allow him/her to exercise share acquisition rights(e) Has renounced his/her share acquisition rights(3) In the case of the death of the share acquisition rights holder, a legal heir may exercise share acquisition rights under the
allotment agreement and the conditions below only if the share acquisition rights belong to only one person of the heirs
at law (“Successor”). No penal code offenders who are deemed to have committed a serious crime may not become a- 39 -

Successor.
(a) The Successor may not succeed to share acquisition rights in case of his/her death.
(b) The Successor shall complete the prescribed succession procedure within ten months of the commencement of
succession and by the final date of the exercise period.
(c) The Successor may exercise share acquisition rights only within two months of the completion of the succession
procedure prescribed by the Company.
5. If the event of a merger (limited to a merger where the Company is absorbed), an absorption-type company split or an
incorporation-type company split (limited to a company split where the Company is a split company), a share exchange or ashare transfer (limited to a case where the Company becomes a wholly owned subsidiary) (hereinafter collectively referred toas “Organizational Restructuring”), the Company shall deliver to share acquisition rights holders who hold share acquisitionrights remaining immediately before the effective date of Organizational Restructuring (effective date of the absorption-typemerger, date of incorporation of a stock company incorporated through a consolidation-type merger, effective date of theabsorption-type split, date of incorporation of a wholly owning parent company incorporated through the share transfer; thesame applies hereinafter; remaining share acquisition rights hereinafter referred to as “Remaining Share Acquisition Rights”)
share acquisition rights of a stock company set out in Article 236, paragraph 1, item 8 (a) through (e) of the Companies Act(“Reorganized Company”) under the conditions below. In this case, the remaining share acquisition rights shall be cancelled,
and the Reorganized Company shall newly issue share acquisition rights.
Provided, however, that it is limited to the case in which the issuance of the share option of the Reorganized Company is
specified in the merger agreement, absorption-type company split agreement, incorporation-type company split plan, shareexchange agreement or share transfer plan according to the following conditions.
(i)

Number of share acquisition rights of the Reorganized Company to be delivered
The number of share acquisition rights to be delivered to a share acquisition rights holder shall be the same as thenumber of Remaining Share Acquisition Rights held by him/her.
(ii) Class and numbers of shares of the Reorganized Company to be issued upon exercise of share acquisition rights
The class of shares underlying the share acquisition rights shall be the common stock of the Reorganized Company.
The number of shares of the common stock of the Reorganized Company when share acquisition rights are exercised
shall be determined under the provision set out in (i) in consideration of the terms and conditions for Organizational
Restructuring.
(iii) Value of assets to be contributed upon exercise of each share acquisition right
The value of the property to be contributed when delivered share acquisition rights are exercised shall be calculated bymultiplying the exercise price after reorganization set out below by the number of shares underlying the shareacquisition rights. The exercise price after reorganization shall be ¥1 per share in the Reorganized Company that canbe delivered upon exercise of delivered share acquisition rights.
(iv) Matters concerning the purchase of share acquisition rights
Share acquisition rights that have not been exercised on a date separately specified by the Board of Directors may be
acquired without consideration if an absorption-type merger where the Company is absorbed, a consolidation-typemerger agreement, an absorption-type company split agreement where the Company is a split company or an
incorporation-type company split plan, or a share exchange agreement or a share transfer plan where the Company
becomes a wholly owned subsidiary is approved by the general meeting of shareholders (or the Board of Directors if
the approval of the general meeting of shareholders is not necessary) of the Company.
(v) Restriction on transfer of share acquisition rights
Any purchase of share acquisition rights by transfer shall be subject to approval by the Board of Directors of theReorganized Company.
(ⅵ) Matters concerning increase in capital and capital reserve upon issuance of shares through the exercise of shareacquisition rights
They shall be determined under the provision set out in (3).

- 40 -

i. 9th series of share acquisition rights (Class B share acquisition rights)
Date of resolution
July 13, 2020
Classification and number of persons to whom rights are granted(persons)

Seven Directors of the Company
Five Executive Officers of the Company

Number of share acquisition rights*

351

Class, descriptions, and number of shares to be issued upon exercise of
140,400 common shares (Note 1)
share acquisition rights (shares)*
Amount to be paid upon exercise of share acquisition rights (yen)*

400 (Note 2)

Exercise period of share acquisition rights*

From August 2, 2020, to August 1, 2060

Issue price for shares that will be issued through the exercise of shareacquisition rights and the amount booked as share capital (yen)*

Issue price 91,600
Amount booked as share capital 45,800 (Note 3)

Conditions for exercise of share acquisition rights*(Note 4)

Matters concerning the transfer of share acquisition rights*

The acquisition of share acquisition rights by transfer shallrequire the approval of the Company’s Board of Directors.

Matters regarding grant of share acquisition rights accompanying
reorganization*(Note 5)* The information is as of the end of the fiscal year under review (March 31, 2022). Because the information as of May 31, 2022 ismostly the same as that as of March 31, 2022, the information as of May 31, 2022 is omitted.
(Notes) 1. The class of shares underlying share acquisition rights is the common stock of the Company. The number of shares underlying
share acquisition rights (“Number of Granted Shares”) is 400.
If the Company executes a split or reverse split of its common stock after the allotment date of the share acquisition rights, theCompany will adjust the Number of Granted Shares using the formula below. The resulting number of shares shall be rounded
down to the nearest natural number.
Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Stock split ratio or reverse
stock split ratio
If the Number of Granted Shares needs to be adjusted when the Company executes a merger, a demerger, a stock split, areverse stock split, a free allotment of shares, or on other occasions, the Number of Granted Shares shall be adjusted
appropriately within a reasonable degree.
The adjustment of the Number of Granted Shares described in this item shall apply only to the number of shares underlying
the share acquisition rights that are not exercised at the time of the adjustment.
2. The value of the property to be contributed when share acquisition rights are exercised shall be ¥1 for a share to be deliveredat the time of exercise of the share acquisition rights multiplied by the number of shares to be granted.
3. (a) The amount of share capital to be increased due to the issuance of shares upon the exercise of the share acquisition rights
shall be half of the maximum amount of increase in share capital, etc., that is calculated pursuant to Article 17, Paragraph
1 of the Corporate Accounting Rules, and any fraction of less than one (1) yen resulting from the calculation shall be
rounded up to the nearest one (1) yen.
(b) The amount by which the legal capital surplus increases through the issuance of shares upon the exercise of shareacquisition rights shall be obtained by subtracting the increase in the amount of share capital set out in (a) above fromthe upper limit of the increase in the amounts of stated share capital and other items described in (a) above.
4. (1) The share acquisition rights holder may exercise the share acquisition rights allotted to him/her from the day following
the day when he/she has relinquished his/her post of Director and post of Executive Officer.
(2) Regardless of the provision of (1), a person who is allotted share acquisition rights may not exercise the share acquisitionrights if he/she meets any of the conditions below.
(a) Has not exercised share acquisition rights during the exercise period(b) Has been subject to suspension from work or a heavier disciplinary action(c) Has relinquished his/her post of Director and post of Executive Officer within a year of the date of allotment due tovoluntary resignation or other reasons (excluding retirement due to the expiration of the term of office and retirement
or resignation due to the Company’s convenience)(d) Has relinquished the post of Director and post of Executive Officer due to dismissal or disciplinary action by resolutionof the Company’s general meeting of shareholders or the Board of Directors or due to the Board of Director’s
reasonable decision that it is not appropriate to allow him/her to exercise share acquisition rights(e) Has renounced his/her share acquisition rights(3) In the case of the death of the share acquisition rights holder, a legal heir may exercise share acquisition rights under the
allotment agreement and the conditions below only if the share acquisition rights belong to only one person of the heirs
at law (“Successor”). No penal code offenders who are deemed to have committed a serious crime may not become a- 41 -

Successor.
(a) The Successor may not succeed to share acquisition rights in case of his/her death.
(b) The Successor shall complete the prescribed succession procedure within ten months of the commencement of
succession and by the final date of the exercise period.
(c) The Successor may exercise share acquisition rights only within two months of the completion of the succession
procedure prescribed by the Company.
5. If the event of a merger (limited to a merger where the Company is absorbed), an absorption-type company split or an
incorporation-type company split (limited to a company split where the Company is a split company), a share exchange or ashare transfer (limited to a case where the Company becomes a wholly owned subsidiary) (hereinafter collectively referred toas “Organizational Restructuring”), the Company shall deliver to share acquisition rights holders who hold share acquisitionrights remaining immediately before the effective date of Organizational Restructuring (effective date of the absorption-typemerger, date of incorporation of a stock company incorporated through a consolidation-type merger, effective date of theabsorption-type split, date of incorporation of a wholly owning parent company incorporated through the share transfer; thesame applies hereinafter; remaining share acquisition rights hereinafter referred to as “Remaining Share Acquisition Rights”)
share acquisition rights of a stock company set out in Article 236, paragraph 1, item 8 (a) through (e) of the Companies Act(“Reorganized Company”) under the conditions below. In this case, the remaining share acquisition rights shall be cancelled,
and the Reorganized Company shall newly issue share acquisition rights.
Provided, however, that it is limited to the case in which the issuance of the share option of the Reorganized Company is
specified in the merger agreement, absorption-type company split agreement, incorporation-type company split plan, shareexchange agreement or share transfer plan according to the following conditions.
(i)

Number of share acquisition rights of the Reorganized Company to be delivered
The number of share acquisition rights to be delivered to a share acquisition rights holder shall be the same as thenumber of Remaining Share Acquisition Rights held by him/her.
(ii) Class and numbers of shares of the Reorganized Company to be issued upon exercise of share acquisition rights
The class of shares underlying the share acquisition rights shall be the common stock of the Reorganized Company.
The number of shares of the common stock of the Reorganized Company when share acquisition rights are exercised
shall be determined under the provision set out in (i) in consideration of the terms and conditions for Organizational
Restructuring.
(iii) Value of assets to be contributed upon exercise of each share acquisition right
The value of the property to be contributed when delivered share acquisition rights are exercised shall be calculated bymultiplying the exercise price after reorganization set out below by the number of shares underlying the shareacquisition rights. The exercise price after reorganization shall be ¥1 per share in the Reorganized Company that canbe delivered upon exercise of delivered share acquisition rights.
(iv) Matters concerning the purchase of share acquisition rights
Share acquisition rights that have not been exercised on a date separately specified by the Board of Directors may be
acquired without consideration if an absorption-type merger where the Company is absorbed, a consolidation-typemerger agreement, an absorption-type company split agreement where the Company is a split company or an
incorporation-type company split plan, or a share exchange agreement or a share transfer plan where the Company
becomes a wholly owned subsidiary is approved by the general meeting of shareholders (or the Board of Directors if
the approval of the general meeting of shareholders is not necessary) of the Company.
(v) Restriction on transfer of share acquisition rights
Any purchase of share acquisition rights by transfer shall be subject to approval by the Board of Directors of theReorganized Company.
(ⅵ) Matters concerning increase in capital and capital reserve upon issuance of shares through the exercise of shareacquisition rights
They shall be determined under the provision set out in (3).

- 42 -

j. 10th series of share acquisition rights (Class B share acquisition rights)
Date of resolution
July 12, 2021
Classification and number of persons to whom rights are granted(persons)

Seven Directors of the Company
Four Executive Officers of the Company

Number of share acquisition rights*

1,581

Class, descriptions, and number of shares to be issued upon exercise of
158,100 common shares (Note 1)
share acquisition rights (shares)*
Amount to be paid upon exercise of share acquisition rights (yen)*

100 (Note 2)

Exercise period of share acquisition rights*

From August 1, 2021 to July 31, 2061

Issue price for shares that will be issued through the exercise of shareacquisition rights and the amount booked as share capital (yen)*

Issue price 24,200
Amount booked as share capital 12,100 (Note 3)

Conditions for exercise of share acquisition rights*(Note 4)

Matters concerning the transfer of share acquisition rights*

The acquisition of share acquisition rights by transfer shallrequire the approval of the Company’s Board of Directors.

Matters regarding grant of share acquisition rights accompanying
reorganization*(Note 5)* The information is as of the end of the fiscal year under review (March 31, 2022). Because the information as of May 31, 2022 ismostly the same as that as of March 31, 2022, the information as of May 31, 2022 is omitted.
(Notes) 1. The class of shares underlying share acquisition rights is the common stock of the Company. The number of shares underlying
a share acquisition rights (“Number of Granted Shares”) is 100.
If the Company executes a split or reverse split of its common stock after the allotment date of the share acquisition rights, theCompany will adjust the Number of Granted Shares using the formula below. The resulting number of shares shall be rounded
down to the nearest natural number.
Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Stock split ratio or reverse
stock split ratio
If the Number of Granted Shares needs to be adjusted when the Company executes a merger, a demerger, a stock split, areverse stock split, a free allotment of shares, or on other occasions, the Number of Granted Shares shall be adjusted
appropriately within a reasonable degree.
The adjustment of the Number of Granted Shares described in this item shall apply only to the number of shares underlying
the share acquisition rights that are not exercised at the time of the adjustment.
2. The value of the property to be contributed when share acquisition rights are exercised shall be ¥1 for a share to be deliveredat the time of exercise of the share acquisition rights multiplied by the number of shares to be granted.
3. (a) The amount of share capital to be increased due to the issuance of shares upon the exercise of the share acquisition rights
shall be half of the maximum amount of increase in share capital, etc., that is calculated pursuant to Article 17, Paragraph
1 of the Corporate Accounting Rules, and any fraction of less than one (1) yen resulting from the calculation shall be
rounded up to the nearest one (1) yen.
(b) The amount by which the legal capital surplus increases through the issuance of shares upon the exercise of shareacquisition rights shall be obtained by subtracting the increase in the amount of share capital set out in (a) above fromthe upper limit of the increase in the amounts of stated share capital and other items described in (a) above.
4. (1) The share acquisition rights holder may exercise the share acquisition rights allotted to him/her from the day following
the day when he/she has relinquished his/her post of Director and post of Executive Officer.
(2) Regardless of the provision of (1), a person who is allotted share acquisition rights may not exercise the share acquisitionrights if he/she meets any of the conditions below.
(a) Has not exercised share acquisition rights during the exercise period(b) Has been subject to suspension from work or a heavier disciplinary action(c) Has relinquished his/her post of Director and post of Executive Officer within a year of the date of allotment due tovoluntary resignation or other reasons (excluding retirement due to the expiration of the term of office and retirement
or resignation due to the Company’s convenience)(d) Has relinquished the post of Director and post of Executive Officer due to dismissal or disciplinary action by resolutionof the Company’s general meeting of shareholders or the Board of Directors or due to the Board of Director’s
reasonable decision that it is not appropriate to allow him/her to exercise share acquisition rights(e) Has renounced his/her share acquisition rights(3) In the case of the death of the share acquisition rights holder, a legal heir may exercise share acquisition rights under the
allotment agreement and the conditions below only if the share acquisition rights belong to only one person of the heirs
at law (“Successor”). No penal code offenders who are deemed to have committed a serious crime may not become a- 43 -

Successor.
(a) The Successor may not succeed to share acquisition rights in case of his/her death.
(b) The Successor shall complete the prescribed succession procedure within ten months of the commencement of
succession and by the final date of the exercise period.
(c) The Successor may exercise share acquisition rights only within two months of the completion of the succession
procedure prescribed by the Company.
5. If the event of a merger (limited to a merger where the Company is absorbed), an absorption-type company split or an
incorporation-type company split (limited to a company split where the Company is a split company), a share exchange or ashare transfer (limited to a case where the Company becomes a wholly owned subsidiary) (hereinafter collectively referred toas “Organizational Restructuring”), the Company shall deliver to share acquisition rights holders who hold share acquisitionrights remaining immediately before the effective date of Organizational Restructuring (effective date of the absorption-typemerger, date of incorporation of a stock company incorporated through a consolidation-type merger, effective date of theabsorption-type split, date of incorporation of a wholly owning parent company incorporated through the share transfer; thesame applies hereinafter; remaining share acquisition rights hereinafter referred to as “Remaining Share Acquisition Rights”)
share acquisition rights of a stock company set out in Article 236, paragraph 1, item 8 (a) through (e) of the Companies Act(“Reorganized Company”) under the conditions below. In this case, the remaining share acquisition rights shall be cancelled,
and the Reorganized Company shall newly issue share acquisition rights.
Provided, however, that it is limited to the case in which the issuance of the share option of the Reorganized Company is
specified in the merger agreement, absorption-type company split agreement, incorporation-type company split plan, shareexchange agreement or share transfer plan according to the following conditions.
(i)

Number of share acquisition rights of the Reorganized Company to be delivered
The number of share acquisition rights to be delivered to a share acquisition rights holder shall be the same as thenumber of Remaining Share Acquisition Rights held by him/her.
(ii) Class and numbers of shares of the Reorganized Company to be issued upon exercise of share acquisition rights
The class of shares underlying the share acquisition rights shall be the common stock of the Reorganized Company.
The number of shares of the common stock of the Reorganized Company when share acquisition rights are exercised
shall be determined under the provision set out in (i) in consideration of the terms and conditions for Organizational
Restructuring.
(iii) Value of assets to be contributed upon exercise of each share acquisition right
The value of the property to be contributed when delivered share acquisition rights are exercised shall be calculated bymultiplying the exercise price after reorganization set out below by the number of shares underlying the shareacquisition rights. The exercise price after reorganization shall be ¥1 per share in the Reorganized Company that canbe delivered upon exercise of delivered share acquisition rights.
(iv) Matters concerning the purchase of share acquisition rights
Share acquisition rights that have not been exercised on a date separately specified by the Board of Directors may be
acquired without consideration if an absorption-type merger where the Company is absorbed, a consolidation-typemerger agreement, an absorption-type company split agreement where the Company is a split company or an
incorporation-type company split plan, or a share exchange agreement or a share transfer plan where the Company
becomes a wholly owned subsidiary is approved by the general meeting of shareholders (or the Board of Directors if
the approval of the general meeting of shareholders is not necessary) of the Company.
(v) Restriction on transfer of share acquisition rights
Any purchase of share acquisition rights by transfer shall be subject to approval by the Board of Directors of theReorganized Company.
(ⅵ) Matters concerning increase in capital and capital reserve upon issuance of shares through the exercise of shareacquisition rights
They shall be determined under the provision set out in (3).
(ii) Shareholder right plans
Not applicable.
(iii) State of share acquisition rights and other plans
Not applicable.
(3) Exercise of moving strike convertible bonds, etc.
Not applicable.

- 44 -

(4) Changes in number of shares issued and capital, etc.
Change in the
Balance of thetotal number of total number ofDateissued sharesissued shares(shares)(shares)(3,000,000)

March 22, 2019 (Note)

Changes inshare capital(millions ofyen)

121,000,000

Balance of sharecapital (millionsof yen)–Change in legal Balance of legal
capital surplus
capital surplus(millions of(millions of
yen)
yen)

4,819

–

4,817

(Note) A decrease due to cancellation of treasury shares.
(5) Shareholders composition
As of March 31, 2022
Status of shares (one unit of stock: 100 shares)
Category

Government
Financialand local
institutions
governments

Foreign corporations
Financial
Other
and others
instruments
Japanesebusiness
Noncorporations
Individuals
operators
individuals

Individuals
and others

Total

Number ofshares lessthan one unit
(shares)Number ofshareholders(persons)

–

23

37

221

113

128

56,87757,399–Number of shares
held (units)–

181,721

26,81360,712

142,234

651

797,396

1,209,527

47,300

Ratio of the numberof shares held (%)

–

15.02

2.22

5.02

11.76

0.05

65.93

100

–

(Notes) 1. Of 11,948,807 treasury shares, 119,488 units are included in the “Individuals and others” column, while 7 shares areincluded in the “Number of shares less than one unit” column.
2. The number of shares held of “Other corporations” includes 16 units of shares held under the name of Japan Securities
Depository Center, Inc.
(6) Status of major shareholders
As of March 31, 2022

Name / company name

Address

Number ofshares held
(thousandshares)Ratio of the number ofshares held to thenumber of sharesissued (excluding
treasury shares) (%)

Yoshio Murayama

Itabashi-ku, Tokyo

25,633

23.51

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

2-11-3 Hamamatsucho, Minato-ku,
Tokyo11,365

10.42

Custody Bank of Japan, Ltd. (Trust account)

1-8-12, Harumi, Chuo-ku, Tokyo

2,874

2.64

Murayama Kikaku Co., Ltd.

4-33-10, Narimasu, Itabashi-ku, Tokyo

2,000

1.83

RUDEN HOLDINGS Co., Ltd.

20-1 Sakuragaoka-cho, Shibuya-ku,
Tokyo

1,600

1.47

Northern Trust Company AVFC Re Fidelity Funds 50 BANK STREET CANARY(Standing proxy: HSBC Tokyo Branch, Custody
WHARF LONDON E14 5NT, UK
Service Department)(3-11-1 Nihonbashi, Chuo-ku, Tokyo)

1,495

1.37

Takara Leben Business Partner Shareholding
Association

1-8-2, Marunouchi, Chiyoda-Ku, Tokyo

1,309

1.20

Sumitomo Mitsui Banking Corporation

1-1-2, Marunouchi, Chiyoda-Ku, Tokyo

1,184

1.09

JPMorgan Chase & Co. 385781(Standing proxy: Settlement & Clearing Services
Department of Mizuho Bank, Ltd.)

25 BANK STREET, CANARY
WHARF, LONDON, E14 5JP, UNITED
KINGDOM(2-15-1, Konan, Minato-ku, Tokyo)

1,091

1.00

SSBTC CLIENT OMNIBUS ACCOUNT(Standing proxy: HSBC Tokyo Branch, Custody
Service Department)

ONE LINCOLN STREET, BOSTON
MA USA 02111(3-11-1 Nihonbashi, Chuo-ku, Tokyo)

1,069

0.98

Total

–

49,62445.51(Notes) 1. Of the shares held by The Master Trust Bank of Japan, Ltd. (trust account), 11,365,000 shares are related to the trust
business.
2. Of the shares held by Custody Bank of Japan, Ltd. (trust account), 2,874,000 shares are related to the trust business.

- 45 -

(7) Information on voting rights
1) Outstanding shares
As of March 31, 2022
Category

Number of shares (shares)

Details

Number of voting rights

Shares without voting rights

–

–

–

Shares with limited voting rights(including treasury shares)

–

–

–

Shares with restricted voting
rights (other than the above)

–

–

–

Shares with full voting rights(including treasury shares)

Common stock

11,948,800

Shares with full voting rights(other than the above)

Common stock

109,003,900

Shares less than one unit

Common stock

Number of shares issued

Standard shares in the Company whose– rights are not limited. The number ofshares in a share unit is 100.
1,090,039

47,300Same as above– Shares less than one unit (100 shares)

121,000,000

–

–

–

1,090,039–

Total number of voting rights(Note) Shares with full voting rights (other) include 1,600 shares held under the name of Japan Securities Depository Center, Inc. The
number of voting rights includes 16 voting rights of shares with full voting rights held under the name of Japan Securities
Depository Center, Inc.
2) Treasury stock, etc.
As of March 31, 2022
Number of shares
held under theshareholder’s name(shares)Number of shares
held under othershareholders’ names(shares)

Total number ofshares held (shares)

Ratio of number ofshares held tonumber of issued
shares (%)

Name ofshareholder

Address ofshareholder

Takara Leben
Co., Ltd.

1-8-2, Marunouchi,
Chiyoda-Ku, Tokyo

11,948,800–

11,948,800

9.88

Total

–

11,948,800–

11,948,800

9.88

2. Information on Purchase, Etc. of Treasury SharesClass of stock: common stock(1) Acquisition of Treasury Shares by Resolution of the General Meeting of Shareholders
Not applicable.
(2) Acquisition of Treasury Shares by Resolution of the Board of Directors
Not applicable.
(3) Acquisition of Treasury Shares Not Based on Resolution of the General Meeting of Shareholders or Resolution of the Boardof Directors
Not applicable.
(4) Disposition and Holding of Acquired Treasury SharesFiscal year under review
Category
Number of
Total disposition
shares (shares)
amount (yen)Current period
Number ofshares (shares)

Total disposition
amount (yen)Acquired treasury shares that were offered tosubscribers

–

–

–

–

Acquired treasury shares that have been cancelled

–

–

–

–

Treasury shares acquired in relation to mergers,
share exchanges, stock issuance, and transfers
related to company splits

–

–

–

–

396,100

147,745,300––

11,948,807–

11,948,807

–

Other
(Exercise of share acquisition rights)
Number of treasury shares held

(Note) The number of shares of treasury stock in the current period does not include the number of shares acquired or disposed offrom June 1, 2022 to the date of submission of this securities report (June 24, 2022).

- 46 -

3. Dividend Policy
The Company positions returning profits as a top priority. Its basic dividend policy is to continue to make consistent dividend
payments according to results, while securing internal reserves for developing business and strengthening the management
infrastructure.
As a general rule, the Company pays dividends of surplus twice a year: interim dividends and year-end dividends.
The General Meeting of Shareholders makes decisions on year-end dividends, and the Board of Directors makes decisions on
interim dividends.
The Company’s Articles of Incorporation stipulate that it may pay interim dividends to shareholders with the record date of
September 30 each year, upon a resolution by the Board of Directors.
The Company’s articles of incorporation stipulates that matters prescribed in the items of Article 459, Paragraph 1 of theCompanies Act, including matters relating to dividends of surplus, may be determined by resolution of the Board of Directors,
unless otherwise specified in laws and regulations. Regardless of that, year-end dividends for the fiscal year under review were
determined by resolution of the General Meeting of Shareholders.
In the fiscal year under review, the Company worked to achieve stable profitability and rebuild the financial structure to enhance
the corporate strength, with which the Company can deal with changes in the external environment. The Company has achieved
stable profitability by formulating business plans based on rigorous judgment of profitability and reducing costs steadily. Basedon the situation, the Company will pay dividends, considering the balance between internal reserves for future growth anddividends.
The Company will continue to aim for further growth based on stable management and will continue to pay dividends according
to results under its basic policy.
Dividends of surplus for the fiscal year under review are as follows:
Total amount of dividends
Date of resolution(millions of yen)
October 29, 2021
Resolution of the Board of Directors

Dividends per share (yen)

435

4.0

1,526

14.0

June 24, 2022
Resolution of the Ordinary General
Meeting of Shareholders- 47 -

4. Corporate Governance(1) Overview of corporate governance1) Corporate governance policy
Rather than simply pursuing profit, the Company strongly believes that it must comply with laws and corporate ethics andcarry out its duties as a responsible member of corporate society.
While maintaining constructive relationships which require a sharpened focus with customers, shareholders, andemployees—our core stakeholders—we continue to consider how we can deliver further satisfaction. In addition, we believethat reflecting the feedback received from various other stakeholders on our business, and taking measures while constantly
considering what the Company should do and for whom it should be done, will lead to sound and efficient business
management as a going concern. Further, by not limiting ourselves to a systematic check and balance function but rather by
spreading the roots as indexes or systems, we will work so that the check and balance across the entire company will function
in sync with each person’s awareness.
2) Overview of the corporate governance structure and reasons for its adoption
a. Overview of the corporate governance system
To appropriately supervise and audit business execution, the Company has established a system where the Board of
Directors supervises business execution and the Audit & Supervisory Board members audit it. The Company has also an
executive officer system. In those systems, the Company makes clear the Directors’ responsibility for management oversightand the Executive Officers’ responsibility for business execution.
The Board of Directors has three major roles and responsibilities: (i) showing the overall direction of corporate strategies,(ii) developing an environment that underpins appropriate risk taking by senior management, and (iii) effectively
supervising management and the Directors from an independent, objective perspective. The Board of Directors has theauthority to fulfill the roles and responsibilities. The Company as 12 Directors, including four Outside Directors. The Boardof Directors is chaired by Representative Director Kazuichi Shimada. The board members are Director Yoshio Murayama,
Director Kazuyuki Shimizu, Director Masashi Yamamoto, Director Masahiro Yoshida, Director Shoichi Akisawa, Director
Hiroshi Iwamoto, Director Mika Takaara, Outside Director Kenji Kawada, Outside Director Chiaki Tsuji, Outside Director
Keiko Yamahira, and Outside Director Naohito Yamagishi. As a general rule, the Board of Directors holds a meeting oncea month and holds extraordinary meetings as needed to make decisions carefully and promptly and for the Directors tosupervise each other.
The main roles and responsibilities of the Audit & Supervisory Board are to audit the Directors’ performance of their duties
and carry out financial audits appropriately from an independent, objective perspective. The board has the authority to fulfill
the roles and responsibilities. The members of the Audit & Supervisory Board are Full-time Audit & Supervisory Board
Member Makoto Endo, Full-time Audit & Supervisory Board Member Asami Honma, and Full-time Audit & Supervisory
Board Member Yuuko Miura. All three members are Outside Audit & Supervisory Board Member, which enables the Audit& Supervisory Board to audit the management of the Board of Directors and the Directors’ business execution more
properly.
The Company has established the Nomination Committee and Compensation Committee, non-mandatory advisory bodies,to increase the objectivity and transparency of the processes for selecting Directors and determining remuneration, etc. andenhance and strengthen the corporate governance system. The Nomination Committee is chaired by Outside Director Kenji
Kawada. The committee members are Outside Director Chiaki Tsuji, Outside Director Keiko Yamahira, Outside Director
Naohito Yamagishi, Representative Director Kazuichi Shimada, and Director Kazuyuki Shimizu. The Compensation
Committee is chaired by Outside Director Keiko Yamahira. The committee members are Outside Director Kenji Kawada,
Outside Director Chiaki Tsuji, Outside Director Naohito Yamagishi, Representative Director Kazuichi Shimada, andDirector Kazuyuki Shimizu.
The Company has also established the Compliance & Risk Management Committee chaired by Representative Director
Kazuichi Shimada under the Compliance & Risk Management Committee Regulations. The members are all Directors andAudit & Supervisory Board Members: Director Yoshio Murayama, Director Kazuyuki Shimizu, Director Masashi
Yamamoto, Director Masahiro Yoshida, Director Shoichi Akisawa, Director Hiroshi Iwamoto, Director Mika Takaara,
Outside Director Kenji Kawada, Outside Director Chiaki Tsuji, Outside Director Keiko Yamahira, Outside Director Naohito
Yamagishi, Full-time Audit & Supervisory Board Member Makoto Endo, Full-time Audit & Supervisory Board Member
Asami Honma, and Full-time Audit & Supervisory Board Member Yuuko Miura. The committee evaluates and manages
risks at the Company and its subsidiaries and associates. Meanwhile, the head of the Internal Audit Office and the Audit &Supervisory Board Members conduct audits of the subsidiaries and associates. In this way, the Company ensures appropriate
operations at the subsidiaries and associates.

- 48 -

b. Reasons for choosing the system
The Company has established the corporate governance system described above to supervise and audit business decision
making and business execution, manage risks, ensure compliance, and enhance internal control at the entire Group, and at
the same time, to ensure a system that enables prompt decision making.
3) Other matters related to corporate governancea. Status of development of internal control system
The Company has established the Basic Internal Control Rules, which set out rules on basic internal control systems toensure the adequacy of operations at the Company and its subsidiaries and equity method associates and the development,
operation, evaluation, and updating of the systems and associated basic matters and procedures.
b. Status of improvement of risk management systems(i) Risk management system
The Company established the Compliance & Risk Management Committee chaired by the President. The committee
examines and reports on every risk related to the overall management of the Company and discusses and decides on
measures and management to avoid or mitigate risk, in order to strengthen internal controls and thoroughly prevent
scandals related to operations as a whole, including financial reporting, and non-compliance incidents. The Company
creates subcommittees as needed, such as business strategy, finance, IT and administration, and compliancesubcommittees, and enables them to actively make proposals about the management of individual risks. Discussions
within each subcommittee are reported to the Compliance & Risk Management Committee and discussed as appropriate,and depending on the content of the discussion, discussions of the committee are reported to the Board of Directors under
the Compliance & Risk Management Committee Regulations. This system enables prompt decision making when risksmaterialize.

- 49 -

(ii) Response to anti-social forces
The Company’s basic policy is to take a firm stance against anti-social forces that threaten social order and safety. The
Company actively participates in activities to eliminate anti-social forces under the guidance of legal council. The
Company is developing a system to address anti-social forces in cooperation with the relevant police departments, legal
council and other outside specialized entities. To prevent damage caused by anti-social forces, the Company gathers
information by participating in seminars held by police or other related organizations and by other means.
The Company asks its contractual partners to sign a memorandum of agreement regarding the breaking of connections
with anti-social forces or include provisions regarding the elimination of anti-social forces in agreements to enhancemeasures to eliminate anti-social forces.
c. Status of improvement of systems for ensuring appropriate business operations of subsidiaries
The Company’s Regulations on Management of Affiliated Companies set out a policy for the management of subsidiaries
and associates and the organization for managing them. The Company dispatches Directors, Executive Officers, and Audit& Supervisory Board Members to subsidiaries and associates and regularly holds meetings where subsidiaries and associates
report to the Company to share information and increase operational efficiency.
d. Outline of agreement for limitation of liability
The Company has entered into a liability limitation agreement with the Directors (excluding Executive Directors), Outside
Audit & Supervisory Board Members, and the accounting auditor to limit their liability for damages set out in Article 423,
Paragraph 1 of the Companies Act under Article 427, Paragraph 1 of the Companies Act. Under the agreement, the maximum
amount of liability for damages is the minimum liability amount specified in laws and regulations if the related Directors(excluding Executive Directors), Outside Audit & Supervisory Board Members, or the accounting auditor has acted in goodfaith and without gross negligence in the performance of duties that has caused the liability.
e. Outline of a directors’ and officers’ liability insurance contract in which directors and officers are the insured persons
The Company has signed a directors and officers liability insurance policy with an insurance company pursuant to theprovisions of paragraph 1, Article 430-3 of the Companies Act, insuring all Directors, Audit & Supervisory Board
Members, Executive Officers, and employees engaging in the management, supervision, and guidance of the Company
and its subsidiaries (excluding Takara PAG Real Estate Advisory Ltd.).
An overview of the insurance policy is provided below.
- If a corporate lawsuit, shareholders’ derivative lawsuit, or third-party lawsuit is filed, the insurance policy will covercompensation for damages, legal fees, and other expenses incurred by the insured.
- The insurance will not cover any damages caused by criminal acts, misconduct, or other inappropriate acts of directors
and officers to ensure the insured directors and officers’ appropriate performance of their duties.
f. Number of Directors
The articles of incorporation stipulate that the number of directors at the Company shall be 15 or fewer.
g. Requirements for resolutions for election or dismissal of Directors
The Company’s articles of incorporation stipulate that a resolution to elect Directors shall require a majority of votes castby shareholders present at a meeting who hold a third or more of the voting rights of the shareholders entitled to exercise
their voting rights.
The articles of incorporation of the Company stipulate that no cumulative voting shall be used to pass resolutions for theelection of the Directors.
h. Matters to be resolved at the shareholders’ meeting that may be resolved by the Board of Directors- Organization that determines dividends of surplus, etc.
The Company’s articles of incorporation stipulates that matters prescribed in the items of Article 459, Paragraph 1 of theCompanies Act, including matters relating to dividends of surplus, may be determined by resolution of the Board of
Directors, without a resolution of a shareholder’s meeting, unless otherwise specified in laws and regulations. The
Company aims to return profits to shareholders promptly by allowing the Board of Directors to adopt resolutions on
dividends of surplus, etc.
- Interim dividend
The Company’s articles of incorporation stipulate that the Company may pay interim dividends by resolution of the Boardof Directors under Article 454, Paragraph 5 of the Companies Act. The aim is to enable flexibility in regard to return ofprofit to shareholders.

- 50 -

- Purchase of treasury shares
Under Article 165, Paragraph 2 of the Companies Act, the articles of incorporation stipulate that the Company may
purchase treasury shares by resolution of the Board of Directors. The purpose of this provision of the articles ofincorporation is allowing the Company to purchase treasury shares through market transactions or by other means andimplement flexible capital policies according to changes in the business environment.
- Exemption from liability of Directors and Audit & Supervisory Board Members
The Company’s articles of incorporation stipulate that the Company may exempt Directors (including persons who were
Directors) and Audit & Supervisory Board Members (including persons who were Audit & Supervisory Board Members)from liability caused by the act set out in Article 423, Paragraph 1 to the extent allowed by laws and regulations byresolution of the Board of Directors under Article 426, Paragraph 1. The purpose of this provision of the articles ofincorporation is to create an environment where the Directors and Audit & Supervisory Board Members can fully
demonstrate their capabilities to perform their duties and fulfill their expected roles.
i. Requirement for special resolutions of General Meeting of Shareholders
The articles of incorporation of the Company stipulate that a special resolution of General Meetings of Shareholders as
stipulated in Article 309, Paragraph 2 of the Companies Act shall be adopted by a two-thirds (2/3) majority vote ofshareholders present at the meeting, at which shareholders representing at least one-third (1/3) of the total voting rights ofall shareholders who are entitled to vote are present. The purpose of this provision is to ensure that the Meeting proceedssmoothly by relaxing the quorum for special resolutions at General Meeting of Shareholders.

- 51 -

(2) Officers(i) List of officers
Men: 11 persons, Women: 4 persons (Women’s percentage to total number of officers: 26.7%)
Title

Name

YoshioMurayama

August 28,
1945

March 1973
April 2012
April 2014
June 2016
May 1987
June 1998
June 2000

Representative
Director CEO andPresident Executive
OfficerJune 2006
KazuichiShimadaDecember 4,
1965
April 2012
April 2014
April 2019
June 2019
April 1987
October 2004
April 2007
May 2009
May 2014

Director, COO, andVice-President
Executive Officer(Director in charge ofCorporate Planning
Division and CSR)

June 2016
Kazuyuki
Shimizu

August 16,
1963

June 2018
June 2018
April 2019
June 2019
May 2020
April 2021

April 2006
April 2009
April 2011
April 2014

May 2016
Director, CFO,Managing Executive
Officer and Executive
General Manager of
Administration
Headquarters

June 2017
Masashi
Yamamoto

Number of theCompany’s
shares held
(thousand shares)(Note 3)25,633Joined the Company
Director, General Manager of Development
DivisionManaging Director and Executive General
Manager of Development Division
General Manager of Development Division andGeneral Manager of Building Division
Representative Director, Vice President andExecutive General Manager of Development(Note 3)
Division
Representative Director, Vice President, COO,CFO
and Executive General Manager of General
Planning Division
Representative Director,President,CEO,COO and
CFO
Representative Director, President and CEO
Representative Director and CEO and President
Executive officer (incumbent)

735

Joined Toyota Motor Corporation
Joined Leben Community Co., Ltd.
Director, Leben Community Co., Ltd.
Managing Director, Leben Community Co., Ltd.
Senior Managing Director, Leben Community Co.,
Ltd.
Representative Director and Vice President, Leben
Community Co., Ltd.
Representative Director, Takara Leben West Japan
Co., Ltd.
Director; and, Vice President
Director, Vice President and COO
Director, COO, and Vice President
Executive Officer
Director, Leben Community Co., Ltd. (incumbent)
Director, COO, and Vice President Executive
Officer (Director in charge of Corporate Planning
Division and CSR) (incumbent)(Note 3)70

General Manager of Ueda Corporate Sales,
Sumitomo Mitsui Banking Corporation
General Manager of Kamata Corporate Sales,
Sumitomo Mitsui Banking Corporation
General Manager of Sapporo Corporate Sales,
Sumitomo Mitsui Banking Corporation
Trustee, Executive General Manager of Central
Tokyo Corporate Sales, Executive General
Manager of Tokyo-East Corporate Sales andExecutive General Manager of East Japan
extended-spectrum Corporate Sales, Sumitomo
Mitsui Banking Corporation
Joined the Company, General Manager of General
Affairs Division, General Planning Division
Director, Executive Officer, Executive General
Manager of General Planning Division, General
Manager of Control Group of Corporate Planning,
General Manager of Personnel Division andGeneral Manager of Corporate Planning Division
Director, Executive Officer, Executive General
Manager of General Planning Division, General
Manager of Control Group of Corporate Planning
and General Manager of Corporate Planning
Division
Director, CFO, Executive Officer and Executive
General Manager of General Planning Division
Director, CFO, Managing Executive Officer andExecutive General Manager of General Planning
Division
Director, CFO, Managing Executive Officer andExecutive General Manager of Administration
Headquarters (incumbent)(Note 3)63

Career summary
September 1972

Director and Chairman

Term ofofficeDate of birthJanuary 11,
1960
April 2018

April 2019
April 2020
April 2021

Established the Company, Senior Managing
Director
Representative Director and President
Representative Director and President and CEO
Representative Director and Chairman
Director and Chairman (incumbent)- 52 -

TitleNameApril 2014
January 2015
Masahiro
YoshidaNovember 1,
1974

June 2019
April 2020
April 2021

April 1988
May 1997
January 2002
February 2004
June 2008
June 2008
January 2011
Director, Managing
Executive Officer andExecutive General
Manager of
Investment
Development Business
Headquarters

February 2012
ShoichiAkisawa

May 10, 1965 February 2012
December 2014
June 2016
May 2019
June 2019
April 2020
April 2021

October 2001
April 2015
April 2016
April 2017
November 2017

April 2019

Director, Executive
Officer, Executive
General Manager ofUrban Development
Business Headquarters
and General Manager
of International
Business Division

June 2019
HiroshiIwamotoNumber of theCompany’s
shares held
(thousand shares)

Joined the Company
General Manager of 2nd Sales Division, Sales
Division
Executive Officer and General Manager of 2ndGroup of Sales Division
Representative Director, Takara Leben Tohoku Co.,Ltd.
Director, Managing Executive Officer and(Note 3)
Executive General Manager of Sales Division
Director, Managing Executive Officer, Executive
General Manager of Sales Division and General
Manager of Sales Administration Division
Director, Managing Executive Officer andExecutive General Manager of Condominium
Businesses Headquarters (incumbent)

61

Joined Towa Real Estate Development Co., Ltd.
(present Mitsubishi Estate Residence Co., Ltd.)
Representative Director, Atech Co., Ltd.
Director, Intus Co., Ltd.
Corporate Officer, Pacific Management Co., Ltd.
(present Pacific Holdings Co., Ltd.)
Representative Director, Pacific Realty Co., Ltd.
Representative Director, Pacific Properties
Investment Co., Ltd.
General Manager, Strategic Business Department,
Star Mica Co., Ltd.
Director and General Manager, Strategic Business
Division, Star Mica Co., Ltd.
Representative Director, Fan Investment Co., Ltd.
(present Star Mica Property Co., Ltd.)
Representative Director, Star Mica Co., Ltd.
Representative Director, Rising Force Co., Ltd.
Representative Director, Leben Zestock Co., Ltd.
(incumbent)
Director, Executive Officer and Executive General
Manager of Investment Development Division
Director, Managing Executive Officer andExecutive General Manager of Investment
Development Division
Director, Managing Executive Officer andExecutive General Manager of Investment
Development Business Headquarters (incumbent)(Note 3)41

Joined the Company
General Manager of 1st Sales Division, 1st Sales
Group, Sales Division
General Manager of 1st Sales Group, Sales Division
Executive Officer and General Manager of Overall
Development Group, Development Division
Executive Officer, General Manager of Overall
Development Group, Development Division andGeneral Manager of Overseas Business Promotion
Division
Executive Officer, Vice Executive General
Manager of Development Division, General
Manager of Overall Development Group andGeneral Manager of Overseas Business Promotion
Division
Senior Executive Officer, Vice Executive General
Manager of Development Division, General
Manager of Overall Development Group andGeneral Manager of Overseas Business Promotion (Note 3)
Division
Senior Executive Officer, Executive General
Manager of Development Division, General
Manager of Eco-energy Business Division andGeneral Manager of Overseas Business Promotion
Division
Director, Executive Officer, Executive General
Manager of Development Division, General
Manager of Eco-energy Business Division andGeneral Manager of Overseas Business Promotion
OfficeDirector, Executive Officer, Vise Executive
General Manager of Condominium Businesses
Headquarters and General Manager of the Urban
Development Business Division
Director, Executive Officer, Executive General
Manager of Urban Development Business
Headquarters and General Manager of International

68

Career summary
March 2001
October 2011

Director, Managing
Executive Officer andExecutive General
Manager ofCondominium
Businesses
Headquarters

Term ofofficeDate of birth

October 28,
1975
April 2020

June 2020

April 2021

April 2022

- 53 -

TitleName

Term ofofficeNumber of theCompany’s
shares held
(thousand shares)

Joined the Company
General Manager of Control Group of Sales
Division, General Manager of Sales Promotion
Division and General Manager of Sales Planning
Division
Executive Officer, General Manager of Overall
Sales Group, Sales Division, General Manager ofSales Promotion Division and General Manager ofOperation Division
Director, Executive Officer, General Manager ofOverall Sales Group, Sales Division, General
Manager of Sales Promotion Division and General
Manager of Operation Division
Director, Executive Officer and General Managerof Overall Sales Group, Sales Division
Director, Executive Officer and Vice Executive
General Manager of Sales Division
Director, Executive Officer, General Manager ofBusiness Development Promotion Office andManager of Business Development Promotion
Division (incumbent)(Note 3)95

Representative Director and President, Resona
Holdings, Inc.
Director, Representative Executive Officer andPresident, Resona Holdings, Inc.
President and Representative Director, Saitama
Resona Bank, Limited
Executive Officer, Strategy of Corporate Group,
Resona Holdings, Inc.
Chief Director, Resona Research Institute Co., Ltd.
Standing Director, Fujitsu Research InstituteRepresentative of TMA KAWADA OFFICE(incumbent)
Adviser, Fujitsu Research InstituteOutside Director, PE&HR Co., Ltd. (incumbent)
Director, Takara Leben Co., Ltd. (incumbent)
Outside Auditor, Konishi Co., Ltd.
Outside Director, Konishi Co., Ltd. (Audit andSupervisory Committee member) (incumbent)(Note 3)7

Passed the Bar Examination
Registered with Tokyo Bar Association
Joined Eisoku Yamamoto Law OfficeStudied judicial systems in Germany
Qualified as a lawyer in Germany (Japanese law)
Joins Peter Byer Law Firm, partner lawyer
Lecturer (law and Constitution) at Bunka Women’s
University (current Bunka Gakuen University)
Establishes Yoshioka Tsuji Total Law Offices,
partner lawyer
Professor (civil law) at Department of Law,
Graduate School, Yamanashi Gakuin University
Member of Certified Evaluation and Accreditation(Note 3)for Law Schools, Japan University Accreditation
Association
Outside Director, Yorozu Corporation (Audit andSupervisory Committee member) (incumbent)
Visiting professor at Department of Law,
Yamanashi Gakuin University
Outside Director, Keihin Corporation (current
Hitachi Astemo, Ltd.)
Joins law office Kinoru Tokyo, partner lawyer(incumbent)
Director, Takara Leben Co., Ltd. (incumbent)
Outside Auditor, Moriroku Holdings Company,
Ltd. (incumbent)

12

Date of birth

Career summary
Division (incumbent)
January 2000
April 2014

April 2015
Director, Executive
Officer, General
Manager of Business
Development
Promotion Office andManager of Business
Development
Promotion Division

Mika Takaara

August 8,
1966

June 2016

April 2018
April 2019
April 2021

May 2003
June 2003
June 2006

Director

Kenji Kawada

March 29,
1950

June 2009
April 2011
January 2016
April 2016
June 2017
June 2017
June 2018
June 2021
October 1976
April 1979
October 1988
October 1990
April 1993
July 2001
April 2004

Director

Chiaki Tsuji

April 29,
1953

April 2011

June 2017
April 2018
June 2019
July 2019
June 2021
June 2022- 54 -

TitleNameApril 2010
June 2011
June 2012
June 2013
Keiko
Yamahira

November 30,
1960
June 2015
April 2017
June 2019
June 2021
April 1986
April 1990

August 1991
August 1993

August 1994

September 1996
August 1998
August 2000
August 2002
Director

NaohitoYamagishi

Number of theCompany’s
shares held
(thousand shares)(Note 3)–Joined National Police Agency
Director of Second Investigation Division,
Criminal Investigation Department, Kagawa
Prefectural Police Headquarters
Director of First Public Safety Division, Security
Department, Saitama Prefectural Police
Headquarters
Deputy Director of Traffic Management andControl Division, Traffic Bureau, National Police
AgencyDeputy Director of Road Administration DivisionRoad Bureau, Ministry of Construction (current
Ministry of Land, Infrastructure, Transport andTourism)
Deputy Director of License Division, Traffic
Bureau, National Police Agency
Chief, Police Administration Department, Nara
Prefectural Police Headquarters
Chief, Security Department, Hyogo Prefectural
Police Headquarters
Investigator, Security Bureau, Security Planning
Division, National Police Agency
Security Bureau, National Police Agency (Cabinet (Note 3)Intelligence and Research Office)Director, Security Department, Kanagawa
Prefectural Police Headquarters
Counselor, Personnel and Pension Bureau, Ministryof Internal Affairs and Communications
Chief, Wakayama Prefectural Police Headquarters
Chief, Administration Department, Kanagawa
Prefectural Police Headquarters
Director, License Division, Traffic Bureau,
National Police Agency
Deputy Director, Imperial Guard Headquarters
Director, Niigata Prefectural Police Headquarters
Director, International Police Center, Japan
National Police Academy, and Deputy DirectorGeneral, Commissioner General of the National
Police Agency (responsible for measures for crime
victims)
Chief, Hokkaido Prefectural Police Headquarters
Resigns
Advisor, Mitsui Sumitomo Insurance Company,
Limited. (incumbent)
Director, Takara Leben Co., Ltd. (incumbent)–

Career summary
April 1983

Director

Term ofofficeDate of birthAugust 5,
1961

August 2004
September 2006
August 2008
August 2010
August 2012
August 2013
June 2014
February 2016
March 2018

January 2019
August 2020
January 2021
June 2022

Joined Kubota House Co., Ltd. (current Sanyo
Homes Corporation)
Executive Officer, Sanyo Homes Corporation
Director and Executive Officer, Sanyo Homes
Corporation
Director, Sanyo Reform Co., Ltd. (concurrent
position)
Director and Senior Executive Officer, Sanyo
Homes Corporation
Director, Sun Advance, Inc. (concurrent position)
Director, Sanyo Homes Community Corporation(concurrent position)
President and Representative Director, Sanyo
Homes Corporation
Chairperson, Sanyo Homes Community
Corporation
Outside Director, Joshin Denki Co., Ltd.
(incumbent)
Outside Director, Fujitec Co., Ltd.
Director, Takara Leben Co., Ltd. (incumbent)- 55 -

Name

Title

July 1999
July 2001
July 2003
March 2004
Makoto Endo

September 2,
1955

August 2006
August 2007
September 2010
October 2011
June 2018
June 2018
June 2018
May 2022
April 1981
November 1999
October 2001
March 2003
September 2005
February 2010

Full-time Audit &Supervisory Board
Members

April 2015
Asami Honma

January 21,
1959

April 2016
April 2017
June 2018
April 2019
June 2019
October 2019
May 2020
May 2022
December 2005
May 2008
February 2012

Full-time Audit &Supervisory Board
Members

Yuuko Miura

Number of theCompany’s
shares held
(thousand shares)

Joined The Shoko Chukin Bank (current The Shoko
Chukin Bank, Ltd.)Manager, Kurume Branch, The Shoko Chukin
Bank
Inspector, Inspection Department, The Shoko
Chukin Bank
Chief, Fund and Securities Operation Section, The
Shoko Chukin Bank
Chief, Treasury & Capital Markets Operations
Department, The Shoko Chukin BankManager, International Division, The Shoko(Note 4)
Chukin Bank
Temporary transfer to Polymatech Co., Ltd.
Transfer to Polymatech Co., Ltd.
Managing Director, Shoko Chukin Card Co., Ltd
Full-time Audit & Supervisory Board Member,
Takara Leben Co., Ltd. (incumbent)
Auditor, Leben Zestock Co., Ltd.
Auditor, Takara Asset Management Co., Ltd.
(incumbent)
Auditor, Leben Trust Co., Ltd. (incumbent)–

Joins Saitama Bank (current Resona Bank,
Limited).
Manager, Shin-Sayama Branch, Asahi Bank
(current Resona Bank)Manager, Ikebukuro Branch, Asahi BankManager, Sales Section II, Ikebukuro Branch,Resona Bank, Limited
Temporary transfer to Resona Business Service
Co., Ltd.
Transferred to Resona Business Service Co., Ltd.,Manager, Loan Finance Support Department
Executive Officer, Manager, Corporate Planning,
Resona Business Service Co., Ltd.
Director, Resona Business Service Co., Ltd.
Managing Director, Resona Business Service Co.,Ltd.
Outside Audit & Supervisory Board Member,
Takara Leben Co., Ltd.
Advisor, Resona Business Service Co., Ltd.
Full-time Audit & Supervisory Board Member,
Takara Leben Co., Ltd. (incumbent)
Auditor, Leben Trust Co., Ltd.
Auditor, Takara Leben West Japan Co., Ltd.
(incumbent)
Auditor, Takara Leben Realnet Co., Ltd.
(incumbent)(Note 4)–

Joined ChuoAoyama Audit Corporation (current
PricewaterhouseCoopers Aarata LLC)
Registered as Certified Public Accountant
Joins Novartis Pharma K.K., Corporate Accounting
Department
Standing Auditor, Studist Corporation
Full-time Audit & Supervisory Board Member,(Note 5)
Takara Leben Co., Ltd. (incumbent)
Auditor, Nikko Takara Corporation Co., Ltd.
(present Leben Home Build Co., Ltd.) (incumbent)
Auditor, Takara Leben Realnet Co., Ltd.
Outside Auditor, Monstarlab Holdings Inc.
(incumbent)
Auditor, Leben Zestock Co., Ltd. (incumbent)–

Career summary
April 1978

Full-time Audit &Supervisory Board
Members

Term ofofficeDate of birth

March 10,1984

June 2019
June 2020
October 2020
March 2022
June 2022
Total

26,791(Notes) 1. Director Kenji Kawada, Director Chiaki Tsuji, Director Keiko Yamahira and Director Naohito Yamagishi are Outside
Directors.
2. Audit & Supervisory Board Members, Makoto Endo, Asami Honma, and Yuuko Miura are Outside Audit & Supervisory
Board Members.
3. One year from the close of the General Meeting of Shareholders held on June 24, 2022
4. Four years from the close of the General Meeting of Shareholders held on June 24, 2022
5. Four years from the close of the General Meeting of Shareholders held on June 29, 2020
6. The Company elects a reserve Audit & Supervisory Board Member specified in the paragraph (3), Article 329 of theCompanies Act, in preparation for a case in which the number of Audit & Supervisory Board Members falls short of thenumber required by law. The following is the summary of the career history of the reserve Audit & Supervisory Board- 56 -

Member.
Name

Masanori Otsubo

Date of birth

Career summary

October 24, 1957

April 1980
April 1984
September 1986
May 2014
June 2018

Joined Otsubo Haruyuki Accounting Firm
Joined Nishio Certified Accountant Firm
Established Otsubo Masanori Tax Accountant Firm (incumbent)
Auditor, Leben Community Co., Ltd. (incumbent)
Auditor, Takara Leben West Japan Co., Ltd.

Number of theCompany’s
shares held
(thousandshares)–7. The Company has an executive officer system. In addition to the executive officers above, the Company has the following
nine executive officers.
Senior Executive Officer

Gou Yamaji

Senior Executive Officer
Senior Executive Officer

Takahiro Nomura
Kouhei Mizuno

Senior Executive Officer
Executive Officer

Norihiko Yoshimura
Masanori Nakao

Executive Officer
Executive Officer

Shinya Yokota
Yoshiyuki Nakagawa

Executive Officer
Executive Officer

Youichirou Shiraki
Noriyoshi Iseki(ii) Information about Outside Officers
The Company has four Outside Directors. All three Audit & Supervisory Board Members are Outside Audit & Supervisory
Board Members.
The Company has set independent criteria used in the election of Outside Directors and Outside Audit & Supervisory Board
Members. The criteria for Outside Directors and Outside Audit & Supervisory Board Members include the following: (i) nothaving any personal relationships or business relationships with the Company, (ii) satisfying the independence requirements
established by the Tokyo Stock Exchange and having no risk of causing any conflict of interest with general shareholders, and(iii) having extensive experience and a substantial track record at financial institutions and other companies or having extensive
experience and a broad perspective in tax practice, accounting, or law.
Outside Director Kenji Kawada was the former Representative Executive Officer and President of Resona Holdings, Inc., theholding company of Resona Bank, Limited, which the Company deals with. But the Company’s borrowing from Resona Bank,
Limited is a negligible percentage of its total loans, and ten years have already passed since he resigned as Executive Officer
of Resona Holdings, Inc. For those reasons, the Company has decided that his career does not affect his independence.
The Company does not have any personal relationships or business relationships with other Outside Directors or Outside Audit& Supervisory Board Members. The number of shares in the Company that each outside officer has is stated in (2) Officers,(i) List of officers.
(iii) Mutual coordination of supervision or audits performed by Outside Directors or Outside Audit & Supervisory Board
Members and internal audits, audits performed by the Audit & Supervisory Board Members, and audits performed byaccounting auditors and their relationships with the internal control division
The Outside Audit & Supervisory Board Members participate in Board of Directors meetings and other important meetings.
They express their opinions from their position as Outside Audit & Supervisory Board Members as needed and always audit
and oversee the Directors’ execution of business. Full-time Audit & Supervisory Board Members are familiar with theCompany’s affairs and have a deep understanding of management. They actively work to develop an environment for auditing
and gather information. They also routinely oversee the establishment and operation of the internal control systems and provide
objective opinions and advice. The Company thus believes that its management is appropriate.
Oversight of the Outside Directors or audits of the Outside Audit & Supervisory Board Members are interconnected withinternal audits, audits by Audit & Supervisory Board Members, and accounting auditors. The Outside Directors regularly
receive reports from the Internal Audit Office and receive reports from corporate auditors and the accounting auditor as
appropriate to identify the situation and issues and speak at Board of Directors meetings. The Outside Audit & Supervisory
Board Members cooperate with the Internal Audit Office and the accounting auditor and participate in Board of Directors
meetings and other important meetings, inspect important documents, ask questions about the execution of their duties, andcarry out audits at important business sites under audit policy and audit plans formulated by the Audit & Supervisory Board.
The Outside Audit & Supervisory Board Members accompany Internal Audit Office staff when they audit operations,
examining audits and hearing their opinions as necessary. They also monitor and examine audits of the accounting auditor to- 57 -

decide whether the audits are carried out properly, receive reports and explanations from the accounting auditor about theexecution of its duties, and audit financial statements to build an effective and efficient auditing system.
(3) Audits(i) Audit & Supervisory Board Members’ auditsa. Organization, personnel, and procedures
The Company is a company with an audit & supervisory board. The members of the Audit & Supervisory Board are three
Outside Audit & Supervisory Board Members registered with the Tokyo Stock Exchange as independent outside officers.
Full-time Audit & Supervisory Board Member Yuuko Miura is a certified public accountant and engages in tax practice andaccounting at an audit corporation and operating companies. Makoto Endo and Asami Honma, full-time Audit &Supervisory Board Members, both have worked for financial institutions as a branch manager and a department manager.
Both of them have knowledge about finance, accounting, and organizational management.
b. Activities of Audit & Supervisory Board Members and the Audit & Supervisory Board of the reporting company, frequencyof meetings, and major issues discussed in recent fiscal years
At the Company, each of the three Outside Audit & Supervisory Board Members (all of them are full-time Audit &Supervisory Board Members) audits the Directors and employees’ execution of their duties to examine its legality andadequacy. Each Audit & Supervisory Board Member reports the results of their audits at a meeting of the Audit &Supervisory Board held once or more every month. The discuss the results and put together audit reports. They obtain
information about audits of operations carried out by the Internal Audit Office and financial audits conducted by theaccounting auditor to carry out audits efficiently and effectively.
The main activities of the Audit & Supervisory Board Members are participating in Board of Directors meetings and otherimportant meetings and stating opinions, meeting with the Representative Director and Other Directors to gather informationand exchange opinions, inspecting and examining approval documents and other important documents, including
accounting documents, visiting divisions of the head office, branches offices, and subsidiaries to carry out audits, andplaying a role as a whistleblower office in the whistleblower system (help line) and examining the handling of help line
calls and the implementation of recurrence prevention measures in the executive division.
In FY2021, the Audit & Supervisory Board Members carried out audits primarily to examine the control of risk factors(including issues related to organization and accounting) diversifying due to the expanding business scale and areas and theaddressing of issues related to revisions to laws and regulations and compliance issues (including issues at subsidiaries) andstated opinions and made recommendations at Board of Directors meetings and Compliance & Risk Management
Committee meetings and meetings with the Representative Director and other executives.
The attendance of each Audit & Supervisory Board Member at Board of Directors meetings and Audit & Supervisory Board
meetings is as shown below.
Attendance
Title

Name

Board of Directors’ meetings

Audit & Supervisory Board’s
meetings

Full-time Audit & Supervisory Board Members

Makoto Endo

21/21 (100%)

14/14 (100%)

Full-time Audit & Supervisory Board Members

Asami Honma

21/21 (100%)

14/14 (100%)

Full-time Audit & Supervisory Board Members

Yuuko Miura

21/21 (100%)

14/14 (100%)(ii) Internal audits
To enhance internal audits, the Company has established the Internal Audit Office consisting of four members, an independent
body that directly reports to the President. The Company has formulated Internal Audit Regulations, under which the Internal
Audit Office fully makes arrangements with the Audit & Supervisory Board and the accounting auditor to formulate andimplement internal audit plans so that each body can play their roles efficiently. The Audit & Supervisory Board Members
witness audits of operations conducted by the Internal Audit Office. They examine the audits and hold hearings as appropriate
to build an effective and efficient auditing system.
(iii) Accounting auditsa. Name of audit corporation
Grant Thornton Taiyo LLC- 58 -

b. Length of continuous auditing service
From the fiscal year ended March 31, 1999
c. Certified public accountants who executed the service
Designated Limited Liability Partner, Managing Partner
Designated Limited Liability Partner, Managing Partner

Toshio Yagishita
Takafum Shimokawa

d. Composition of persons who provide assistance for audit work
The people assisting the Company’s accounting audit work includes 11 certified public accountants and 25 other people.
e. Policy on choosing an auditing firm and reason for having chosen the auditing firm
The Company refers to the Practical Guidelines for Auditors Etc. Related to the Creation of Evaluation and Selection Criteria
for Accounting Auditors published by the Japan Audit & Supervisory Board Members Association and makes acomprehensive evaluation of accounting auditor candidates to decide on an accounting auditor candidate.
The Audit & Supervisory Board will dismiss the accounting auditor with the unanimous agreement of the Audit &Supervisory Board Members if any of the items of Article 340, Paragraph 1 of the Companies Act are found to apply to it.
Grant Thornton Taiyo and the managing partners of the auditing firm that conducted the audit for the Company have nointerests in the Company. The Company avoids having the same managing partner engage in its audits for more than acertain period of time. The Company has concluded an audit agreement and pays audit fees under the agreement.
f. Evaluation of the auditing firm by Audit & Supervisory Board Members and the Board as a whole
The Company evaluates accounting auditors based on the Practical Guidelines for Auditors Etc. Related to the Creation of
Evaluation and Selection Criteria for Accounting Auditors published by the Japan Audit & Supervisory Board Members
Association.
The Company has examined reports from the accounting auditor about its audit plan and the results of first-half and yearend audits and examined whether a system is established to ensure the independence of the accounting auditor and theaccounting auditor’s proper execution of its duties. In addition, the Company has considered the accounting auditor’scooperation with management, the Audit & Supervisory Board, and other related divisions and has decided that theaccounting auditor’s audits and audit results are adequate decided to reappoint the accounting auditor.
(iv) Audit fees
a. Audit fees for certified public accountants and others
Previous Consolidated Fiscal Year

Current Consolidated Fiscal Year
Compensation based on
audit and attestation service(millions of yen)Compensation based on
non-audit service(millions of yen)Compensation based on
non-audit service(millions of yen)

Category

Compensation based on
audit and attestation service(millions of yen)

Reportingcompany

39

9

41

–

Consolidated
subsidiaries

1

0

1

0

Total

40

10

42

0

Previous fiscal year
The non-audit services at the Company are services to support financial and tax investigations.
The non-audit services at the consolidated subsidiaries are agreed procedures, etc.
Current fiscal year
The non-audit services at the consolidated subsidiaries are agreed procedures, etc.
b. Fees paid to organizations belonging to the same network as the certified public accountants who carried out audits (Grant
Thornton) (excluding fees stated in a.)
Not applicable.

- 59 -

c. Fees for other important audit certification work
Previous fiscal year
Not applicable.
Current fiscal year
Not applicable.
d. Policy on determination of audit fees
Audit fees to the audit corporation that carries out audits at the Company are determined upon consultation with the Audit& Supervisory Board in consideration of the auditing system and the number of days required for the auditing, among otherfactors.
e. Reason that the Audit & Supervisory Board has consented to the fees, etc. to the accounting auditor.
The Audit & Supervisory Board has agreed on the audit fees with the accounting auditor upon consultation after the board
examined whether the audit plan, the performance of audits, and the basis for the estimate of the fees are appropriate in lightof the Company’s size and businesses based on the Practical Guidelines for Cooperation with Accounting Auditors
published by the Japan Audit & Supervisory Board Members Association.
(4) Directors’ compensation, etc.
1) Matters regarding policy on determination of amount of officers’ remuneration, etc. or calculation method thereof
The Company aims for officers’ remuneration, etc. to work effectively as rewards for their contribution to improving the results
and corporate value of the Company, enabling it to achieve sustainable growth, and determines the amount of remuneration,
considering the objective. The Company sets a level of remuneration according to results in consideration of a comparison
with remuneration levels at competitors and companies of about the same size and determines the amount of remuneration foreach Director based on their contribution. The Company aims to use officers’ remuneration for it to be a going concern that is
healthy, effective, and stable.
The details of the basic policy on remuneration for directors (and other officers) are as follows:(i) Policy for determining remuneration for individual directors
A. Process for determining the policy
The policy has been deliberated and approved at the compensation advisory committee. The Board of Directors has
approved the draft policy approved by the compensation advisory committee and has determined the policy. At ameeting of the Board of Directors held on February 15, 2021, the Board resolved to adopt the policy on determining
compensation etc. for individual Directors.
B. Overview of the policya. Basic policy
The Company shall determine remuneration etc. for officers within a range resolved by the general meeting ofshareholders, in comprehensive consideration of results, potential risks, the degree of responsibility for Groupmanagement, progress of the mid-term management plan, etc., based on the opinions of the remuneration advisorycommittee, a voluntary committee. A certain percentage of remuneration for the executive directors shall be linked
to results and each Director’s contribution to give incentive to them for sustainable growth and a sound, efficient,stable going concern.
The details of the basic policy on remuneration for executive directors are as follows:- Contributing to increasing the corporate value of the Company- A level and a structure of compensation that enable the retention of high-quality human resources- Designed to reflect the Company’s medium- to long-term management strategies and motivating executive
directors to achieve it- Giving transparency, fairness and reasonableness to shareholders, employees, and other stakeholders anddetermined through an appropriate process to ensure transparency, fairness and reasonableness- Determined based on a remuneration structure that is designed to include base remuneration, linkage withindividual evaluation and resultsb. Policy for the determination of the amount of basic compensation (monetary compensation) for individual
Directors (including a policy for the determination of time or conditions for giving compensation, etc.)
The Company shall determine basic compensation (monetary compensation) for the Directors based on scores ona five-point scale in five criteria stated below (P-C-F-P-A assessment) according to their achievements for every
fiscal year and a comprehensive consideration of their job titles, responsibilities and years in office, as well as- 60 -

compensation levels in the industry and at other companies and employees’ salaries, among other factors. Basiccompensation is determined after the compensation advisory committee has given its opinion. Annualcompensation is divided by 12, and monthly compensation shall be paid.
- Performance: results in the division for which each Director is responsible- Compliance: legal compliance, morals, etc.
- Foresight: the ability to assess and analyze the situation, the ability to prepare business plans- Physical: the ability to promote business- Affinity: the ability to build relationshipsc. Policy for the determination of the content and amount of, or method of calculation of, performance-based
compensation, etc. and non-monetary compensation, etc. (including a policy for the determination of time orconditions for granting compensation, etc.)
The Company’s non-monetary compensation is compensation through stock options. In principle, stock options
shall be issued if the performance targets in a fiscal year are achieved. Whether stock options as remuneration will
be granted and the number of stock options granted, if they are granted, will be determined depending on theevaluation of each executive director’s achievement of results. Performance indicators, or targets, shall be set eachyear and shall be reviewed in response to changes in the environment as needed.
Stock options as compensation consist of Type A Stock Acquisition Rights, which may be exercised after a certain
period, and Type B Stock Acquisition Rights, which may be exercised when Directors retire.
d. Policy for the determination of the ratio of the amount of basic compensation, performance-based compensation,etc. or non-monetary compensation etc. to the amount of compensation, etc. for individual Directors
In principle, the ratio of the Directors’ basic compensation to compensation through stock options (Type A Stock
Options, which may be exercised after a certain period) to Type B Stock Options (which may be exercised when
Directors retire) shall be 5 to 4 to 1.
Remuneration for individual Directors shall be determined by the remuneration advisory committee. The
remuneration advisory committee shall report the total amount of payments to the Board of Directors each time
payments are made.
(ii) The delegation of decision making concerning remuneration for individual Directors and the reason why the Board of
Directors has decided that remuneration for each Director in the fiscal year under review is in line with the policy
The Compensation Committee, to which the decision rights have been delegated by resolution of the Board of Directors,
determines remuneration for individual Directors within the range of total remuneration determined by resolution of theOrdinary General Meeting of Shareholders, under the policy on determining compensation etc. for individual Directors
established by resolution of the Board of Directors. The Company has delegated decision-making authority on
remuneration for individual Directors to the Compensation Committee to enhance transparency and accountability inthe determination of remuneration.
As described above, remuneration for individual Directors is determined by the Compensation Committee and the total
amount of remuneration to be paid is reported to the Board of Directors. Since remuneration for individual Directors isdetermined through that procedure, the Board of Directors has concluded that the remuneration, etc. for individual
Directors for the fiscal year under review is in line with the policy for determining remuneration described above.
The members of the Compliance & Risk Management Committee are as follows:
Chairperson Keiko Yamahira (Outside Director)
Member Chiaki Tsuji (Outside Director)
Member Kazuichi Shimada (Representative Director)

MemberMemberKenji Kawada (Outside Director)
Naohito Yamagishi (Outside Director)

MemberKazuyuki Shimizu (Director)(iii) Description of non-monetary remuneration, etc.
The Company’s non-monetary remuneration is remuneration through stock options. In principle, stock options shall be
issued if the performance targets in a fiscal year are achieved. Whether stock options as remuneration will be granted
and the number of stock options granted, if they are granted, will be determined depending on the evaluation of each
executive director’s achievement of results. Performance indicators, or targets, shall be set each year and shall be
reviewed in response to changes in the environment as needed.
Stock options as remuneration consist of Type A Stock Options, which may be exercised after a certain period, and TypeB Stock Options, which may be exercised when Directors retire.

- 61 -

(ⅳ) Matters pertaining to the resolution of the Ordinary Meeting of Shareholders on remuneration, etc. for Directors andAudit & Supervisory Board Members
At the 45th Ordinary General Meeting of Shareholders held on June 27, 2017, a resolution was adopted to set the
maximum annual amount of remuneration for the Directors—the number of Directors is 15 or less under the articles ofincorporation—at ¥600 million or less (excluding salaries for them as employees). The number of Directors at theconclusion of the General Meeting of Shareholders in question was 10 (including three Outside Directors). In addition
to the above, the 49th General Meeting of Shareholders held on June 25, 2021 resolved to grant annual stock options
worth ¥600 million maximum. The number of Directors as of the conclusion of the General Meeting of Shareholders inquestion(excluding Outside Directors) is 8.
At an extraordinary General Meeting of Shareholders held on July 16, 1999, a resolution was adopted to set the
maximum annual amount of remuneration for Audit & Supervisory Board Members—the number of Audit &Supervisory Board Members is five or less under the articles of incorporation—at ¥60 million or less. The number ofAudit & Supervisory Board Members at the conclusion of the General Meeting of Shareholders in question was three(including three Outside Audit & Supervisory Board Members).
2) Total remuneration, etc., total amounts of each type of remuneration, and the number of eligible officers for eachclassification of officers
Total amount of remuneration, etc. by type (millions of yen)

Total amount of
remuneration, etc.
(millions of yen)Basicremuneration

Stock options

Directors (excluding
Outside Directors)

463

355

108

–

–

9

Outside Officers

66

66

–

–

–

9

Classification

Number of
eligible officers(persons)

Retirement
benefits

Bonuses(Notes) 1. The amounts of payment to Directors do not include employee’s salary for the Directors who also hold the employee position.
2. The amount of stock options is expenses for allotted share acquisition rights posted in the fiscal year under review. The
amount of remuneration is paid to seven Directors.
3) Total amount of remuneration, etc. paid to persons who receive a total of ¥100 million or moreAmount of remuneration, etc. by type (millions of yen)
Total amount ofName
remuneration, etc. Classification Company
Basic
Retirement
Stock options
Bonuses(millions of yen)remuneration
benefits
KazuichiShimada111

Reportingcompany

Director

83

27

–

–

(5) Information of shareholdings
1) Classification of investment shares
The Company classifies investment shares into two categories: investment shares held for purely investment purposes,
which are held for the purpose of making a profit from changes in share prices or dividends, and investment shares held forreasons other than purely investment purposes.
2) Investment shares held for purposes other than pure investment
a. Policy on cross shareholding, method for verifying reasonableness of cross shareholding, and details of verification ofcross shareholding for each stock conducted by the Board of Directors, etc.
The Company’s main purpose in cross-shareholding is the facilitation of business relationships. The Company makes
decisions regarding the continuation of its cross-shareholding primarily in consideration of stock prices. It continues its
cross-shareholding if the cross-holding is reasonable.
The Board of Directors and other bodies examine cross-shareholdings as appropriate to determine if their purpose isappropriate and the benefits and risks related to the cross-shareholdings are worth the capital cost.
b. Number of companies and total amount recorded on balance sheet
Number of
Total consolidated balanceshares (stock) sheet amount (millions of yen)
Unlisted shares

9585

Shares other than unlisted shares

7

4,028

- 62 -

(Stocks for which the number of shares increased in the fiscal year under review)
Total acquisition cost related
Number of
to increases in shares
Reason for increase in number of sharesshares (stock)(millions of yen)
Unlisted shares

2

261

Holding unlisted shares is part of effective
medium- to long-term management strategies.

Shares other than unlisted shares

–

–

–

(Stocks for which the number of shares decreased in the fiscal year under review)Not applicable.
c. Number and balance sheet amount of specified investment shares and deemed shareholdings for each stock held andother information
Specified investment shares

Stock

Fiscal year under review

Year ended March 31,
2021

Number of shares(shares)Number of shares(shares)

Balance sheet amount(millions of yen)

Balance sheet amount(millions of yen)

Takara Leben
Infrastructure Fund,Inc.

19,686

Takara Leben Real
Estate Investment
Corporation

14,38528
Concordia Financial
Group, Ltd.

The Musashino Bank,
Ltd.

None

14,385 The Company is a sponsor of the Takara
Leben Infrastructure Fund and holds
shares to maintain and strengthen good
1,569 relations with it.

None141,000 The Company deals with Tsukuba Bank,and its transactions include borrowing.
To facilitate financial activities, the
25 Company holds shares in the bank.

Yes

43,280 The Company deals with Tsukuba Bank,and its transactions include borrowing.
To facilitate financial activities, the19 Company holds shares in the bank.

Yes

10,000 The Company deals with Tsukuba Bank,and its transactions include borrowing.
To facilitate financial activities, the18 Company holds shares in the bank.

Yes

20,000 The Company deals with Tsukuba Bank,and its transactions include borrowing.
To facilitate financial activities, the
9 Company holds shares in the bank.

None

1,000 The Company deals with Tsukuba Bank,and its transactions include borrowing.
To facilitate financial activities, the
1 Company holds shares in the bank.

Yes

1,770
141,000

43,28019
10,00017
20,000Resona Holdings, Inc.
10
Tokyo Kiraboshi
Financial Group, Inc.

Shareholding
by theCompany

19,686 The Company is a sponsor of the Takara
Leben Infrastructure Fund and holds
shares to maintain and strengthen good
2,417 relations with it.

2,179

Tsukuba Bank, Ltd.

Purpose and quantitative effect ofshareholding and reason for an increasein the number of shares

1,000
1

(Note) The quantitative effects of a shareholding is difficult to measure and is not stated. The way in which the Company has
examined the reasonableness of the purposes of holding shares is described in “a. Policy on cross shareholding, method
for verifying reasonableness of cross shareholding, and details of verification of cross shareholding for each stock
conducted by the Board of Directors, etc.”
3) Investment shares held for purely investment purposes
Not applicable.

- 63 -

V. Financial Information
1. Method of preparing consolidated financial statements and non-consolidated financial statements(1) The consolidated financial statements of the Company are prepared in compliance with the Ordinance on Terminology, Forms,
and Preparation Methods of Consolidated Financial Statements (Ordinance of the Ministry of Finance No. 28 of 1976).
(2) The non-consolidated financial statements of the Company are prepared in compliance with the Ordinance on Terminology,
Forms, and Preparation Methods of Financial Statements (Ordinance of the Ministry of Finance No. 59 of 1963; hereinafterreferred to as the “Ordinance on Non-Consolidated Financial Statements”).
Because the Company is classified as a company that prepares its financial statements pursuant to special provisions, the nonconsolidated financial statements are prepared as provided in Article 127 of the Ordinance on Non-Consolidated Financial
Statements.
2. Audit certification
The Company’s consolidated financial statements for the consolidated fiscal year (from April 1, 2021 to March 31, 2022) andthe non-consolidated financial statements for the fiscal year (from April 1, 2021 to March 31, 2022) were audited by Grant
Thornton Taiyo LLC under Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act.
3. Specific efforts to secure the appropriateness of the consolidated financial statements, etc.
The Company has undertaken specific measures to secure the appropriateness of its consolidated financial statements, etc.
Specifically, the Company has become a member of the Financial Accounting Standards Foundation (FASF) and participatesin seminars and other events, to properly understand accounting standards, etc. or develop systems that enable it to properly
respond to changes in accounting standards, etc.

- 64 -

1. Consolidated Financial Statements, Etc.
(1) Consolidated financial statements
1) Consolidated balance sheet(Millions of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(March 31, 2021)(March 31, 2022)
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade
Notes and accounts receivable - trade, and contract
assetsReal estate for sale
Power generation facilities for sale
Real estate for sale in process
Costs incurred on uncompleted contracts
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings and structures
Accumulated depreciation
Buildings and structures, net
Machinery, equipment and vehicles
Accumulated depreciation
Machinery, equipment and vehicles, net
Tools, furniture and fixtures
Accumulated depreciation
Tools, furniture and fixtures, net
Land
Lease assets
Accumulated depreciation
Lease assets, net
Construction in progress
Total property, plant and equipment
Intangible assets
Goodwill
Other
Total intangible assets
Investments and other assets
Investment securities
Long-term loans receivable
Deferred tax assets
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Deferred assets
Total assets*4, *5*4, *5*4, *6*4, *6*4, *5, *6*4, *5, *6*4*4, *5, *6*6*4, *6*4, *5, *6*3, *6- 65 -

39,1692,193

33,428––*1, *4

2,886

28,682－
43,766596
11,418(141)
125,686*4, *632,616
1,001
58,036
12
14,919(275)
142,625

13,827(1,725)
12,102
13,915(710)
13,204
524
(308)
216
33,739
67
(56)
11
4,795
64,070
960
638
1,599
5,194
0
1,273
6,407
(13)
12,86178,531
97
204,315*6*4, *6*6*4, *6*4, *6*4, *6*4, *6*4, *6*4, *6*3, *6

11,150(1,596)
9,553
14,056(1,279)12,777
522
(319)
203
36,948
345
(55)
290
3,965
63,739
1,561
948
2,510
5,462
380
981
7,731
(12)
14,54280,792
55
223,473

(Millions of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(March 31, 2021)(March 31, 2022)
Liabilities
Current liabilities
Notes and accounts payable - trade
Short-term loans payable
Current portion of bonds payable
Current portion of long-term loans payable
Lease obligations
Income taxes payable
Advances received
Provision for bonuses
Provision for warranties for completed construction
Other
Total current liabilities
Non-current liabilities
Long-term loans payable
Bonds payable
Lease obligations
Provision for directors’ retirement benefits
Net defined benefit liability
Asset retirement obligations
Deferred tax liabilities
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury shares
Total shareholders’ equity
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Foreign currency translation adjustment
Remeasurements of defined benefit plans
Total accumulated other comprehensive income
Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets*4*4*4, *5- 66 -

13,3189,208
116
17,524
3
2,264
5,657
570
463
6,522
55,64985,721
5,988
8
119
863
24
28
1,278
94,033
149,683

*4

*4

*2

*4

15,411
14,1892,168
25,298
35
2,089
7,348
629
486
7,354
75,01081,923
4,070
285
160
984
56
128
1,252
88,860163,871

4,819
4,817
48,649(4,604)53,682

4,819
4,817
53,395(4,456)58,575

521
(1)
(8)
512
199
237
54,632
204,315

548
0
(14)
534
197
294
59,601
223,473

2) Consolidated statements of income and comprehensive income
Consolidated statement of income(Millions of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(From April 1, 2020
(From April 1, 2021
to March 31, 2021)
to March 31, 2022)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Commission fee
Share of profit of entities accounted for using equity
methodMiscellaneous income
Total non-operating income
Non-operating expenses
Interest expense
Share of loss of entities accounted for using equity method
Miscellaneous loss
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on negative goodwill
Total extraordinary income
Extraordinary losses
Loss on sale of non-current assets
Impairment loss
Loss on sale of shares of subsidiaries and associates
Total extraordinary losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
ProfitProfit (loss) attributable to non-controlling interests
Profit attributable to owners of parent

*2

*3

*4
*5

- 67 -

148,397
118,469
29,928
19,13910,789*1*2*3

162,744
129,626
33,117
21,24011,877

0
292
118

59
300
126

18

–

257
687

198
684

1,226
–
316
1,542
9,933

1,755
138
409
2,303
10,258

–
–

37
37

171
2,589
–
2,761
7,172
3,078
(597)
2,481
4,691
(2)
4,693

*5

–
588
256
845
9,450
3,158
20
3,179
6,271
56
6,215

Consolidated statement of comprehensive income(Millions of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(From April 1, 2020
(From April 1, 2021
to March 31, 2021)
to March 31, 2022)
ProfitOther comprehensive income
Valuation difference on available-for-sale securities
Foreign currency translation adjustment
Remeasurements of defined benefit plans, net of tax
Total other comprehensive income
Comprehensive income
Comprehensive income attributable toComprehensive income attributable to owners of parent
Comprehensive income attributable to non-controllinginterests*- 68 -

4,691

6,271

619
(1)
18
636
5,327

26
1
(6)
21
6,293

*

5,329

6,236

(2)

56

3) Consolidated statement of changes in equity
Previous Consolidated Fiscal Year (From April 1, 2020 to March 31, 2021)(Millions of yen)
Shareholders’ equity
Capital stock
Balance at beginning of current
periodCapital surplus

4,819

Retained earnings

4,817

Total shareholders’equityTreasury shares

45,817(4,695)50,759Cumulative effects of changes inaccounting policies–

Restated balance

4,819

4,817

45,817(4,695)50,759Changes of items during period
Dividends of surplus(1,843)(1,843)

Profit attributable to owners ofparent

4,693

4,693

Change resulting from inclusionof subsidiaries in consolidation–

Disposal of treasury shares

(16)

90

73

Change in scope of equity
method–Transfer to capital surplus fromretained earnings

16

(16)

–

–

–

2,832

90

2,922

4,819

4,817

48,649(4,604)53,682

Net changes of items other thanshareholders’ equity
Total changes of items during
periodBalance at end of current period

Accumulated other comprehensive income
Valuationdifference on
available-forsale securities
Balance at beginning of current
period(97)

Foreigncurrencytranslation
adjustment

Total
Remeasurements accumulatedof definedotherbenefit planscomprehensive
income

(0)

(27)

(124)

Share
acquisitionrights241

Noncontrollinginterests

263

Cumulative effects of changes inaccounting policies
Restated balance

Total net assets

51,139
–

(97)

(0)

(27)

(124)

241

263

51,139Changes of items during period
Dividends of surplus(1,843)

Profit attributable to owners ofparent4,693

Change resulting from inclusionof subsidiaries in consolidation–

Disposal of treasury shares

73

Change in scope of equity
method–Transfer to capital surplus fromretained earnings–

Net changes of items other thanshareholders’ equity

619

(1)

18

637

(41)

(25)

569

Total changes of items during
period

619

(1)

18

637

(41)

(25)

3,492

Balance at end of current period

521

(1)

(8)

512

199

237

54,632- 69 -

Current Consolidated Fiscal Year (From April 1, 2021 to March 31, 2022)(Millions of yen)
Shareholders’ equity
Capital stock
Balance at beginning of current
periodCapital surplus

4,819

Retained earnings

4,817

Treasury shares

48,649Cumulative effects of changes inaccounting policies

Total shareholders’equity(4,604)53,682

43

Restated balance

4,819

4,817

43

48,693(4,604)53,725

Changes of items during period
Dividends of surplus(1,521)(1,521)

Profit attributable to owners ofparent

6,215

6,215

Change resulting from inclusionof subsidiaries in consolidation

(4)

(4)

Disposal of treasury shares

(19)

147

Change in scope of equity
method

128

32

32

19

(19)

–

–

–

4,702

147

4,849

4,819

4,817

53,395(4,456)58,575

Transfer to capital surplus fromretained earnings
Net changes of items other thanshareholders’ equity
Total changes of items during
periodBalance at end of current period

Accumulated other comprehensive income
Valuationdifference on
available-forsale securities
Balance at beginning of current
period521

Total
Remeasurements accumulatedof definedotherbenefit planscomprehensive
incomeForeigncurrencytranslation
adjustment
(1)

(8)

512

Share
acquisitionrights199

Noncontrollinginterests

237

Cumulative effects of changes inaccounting policies
Restated balance

Total net assets

54,632
43

521

(1)

(8)

512

199

237

54,675

Changes of items during period
Dividends of surplus(1,521)

Profit attributable to owners ofparent6,215

Change resulting from inclusionof subsidiaries in consolidation(4)

Disposal of treasury shares

128

Change in scope of equity
method32

Transfer to capital surplus fromretained earnings–

Net changes of items other thanshareholders’ equity

26

1

(6)

21

(2)

56

75

Total changes of items during
period

26

1

(6)

21

(2)

56

4,925

Balance at end of current period

548

0

(14)

534

197

294

59,601- 70 -

4) Consolidated statements of cash flows(Millions of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(From April 1, 2020
(From April 1, 2021
to March 31, 2021)
to March 31, 2022)
Cash flows from operating activities
Profit before income taxes
Depreciation and amortization
Impairment loss
Amortization of goodwill
Increase (decrease) in provision
Increase (decrease) in net defined benefit liability
Interest and dividend income
Share-based compensation expenses
Interest expense
Loss (gain) on sale of property, plant and equipment
Loss (gain) on sale of shares of subsidiaries and associates
Decrease (increase) in notes and accounts receivable - trade
Decrease (increase) in inventories
Increase (decrease) in notes and accounts payable - trade
Increase (decrease) in advances received
Other
SubtotalInterest and dividends received
Interest expenses paid
Income taxes paid
Net cash provided by (used in) operating activities
Cash flow from investing activities
Payments into time deposits
Proceeds from withdrawal of time deposits
Decrease (increase) in short-term loans receivable
Purchase of property, plant and equipment
Proceeds from sales of property, plant and equipment
Purchase of intangible assets
Purchase of shares of subsidiaries and associates
Proceeds from sale of shares of subsidiaries and associates
Purchase of investment securities
Proceeds from sales of investment securities
Proceeds from purchase of shares of subsidiaries resulting
in change in scope of consolidation
Purchase of shares of subsidiaries resulting in change inscope of consolidation
Other
Net cash provided by (used in) investing activities
Cash flows from financing activities
Net increase in short-term loans payable
Proceeds from long-term loans payable
Repayment of long-term loans payable
Proceeds from issuance of bonds
Redemption of bonds
Repayment of lease obligations
Cash dividends paid
Dividends paid to non-controlling interests
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Increase (decrease) in cash and cash equivalents resulting fromchange in scope of consolidation
Cash and cash equivalent at end of year

- 71 -

7,172
1,803
2,589
234
222
237
(292)
36
1,226
171
–
(258)
19,454
1,459(611)(2,469)30,975292(1,211)(3,726)26,330

9,450
2,838
588
329
260
121
(360)
125
1,755
–
256
(509)
13,062
2,088
1,690(3,591)
28,107360(1,776)(3,501)
23,189(127)145
0(25,771)
901
(94)
(75)
–
(41)
4

(161)
205
800
(25,279)9(405)(1,193)
700
(579)
–

*3

0

–

*3

(0)

*3

(32)
(25,090)213(27,871)(7,835)66,404(55,038)
1,300
(296)
(12)
(1,842)
(23)
2,654
3,894
34,605

3,271
69,605(71,180)250(1,546)(12)(1,520)–(1,132)(5,813)38,500–*1(2,182)38,5007*132,693

Notes(Significant matters that serve as the basis for the preparation of consolidated financial statements)
1. Scope of consolidation(1) Number of consolidated subsidiaries: 24
Names of major consolidated subsidiaries:
Leben Community Co., Ltd.
Takara Leben Tohoku Co., Ltd.
Takara Leben West Japan Co., Ltd.
Nikko Takara Corporation Co., Ltd.
Takara Leben Realnet Co., Ltd.
Leben Zestock Co., Ltd.
Leben Trust Co., Ltd.
Takara Asset Management Co., Ltd.
Takara PAG Real Estate Advisory Ltd.
Leben Clean Energy Co., Ltd.
ACA Clean Energy Co., Ltd. and three other companies have been consolidated in the fiscal year under review due to theCompany’s acquisition of shares, among other reasons. ACA Clean Energy Co., Ltd. changed its name to Leben Clean
Energy Co., Ltd. on June 22, 2021.
(2) Number of non-consolidated subsidiaries: 4
Non-consolidated subsidiaries
RS LLCSDX LLCLS Okayama Tsuyama LLC(Reason for exclusion from scope of consolidation)
The non-consolidated subsidiaries are excluded from the scope of consolidation because their total assets, net sales,
profit/loss (corresponding to the Company’s equity interest), or retained earnings (corresponding to the Company’s
equity interest) do not have any significant impact on the consolidated financial statements.
(3) Special purpose companies subject to disclosure
Not applicable.
2. Matters related to the application of the equity method(1) Number of affiliates accounted for using equity method: 3Names of major equity method companies
Minato LLC
The Company has sold all shares that it held in Sunwood Corporation, and Sunwood Corporation has been excluded fromthe scope of application of the equity method.
(2) Number of non-consolidated subsidiaries and affiliates to which the equity method does not apply: 6
Major non-consolidated subsidiaries and affiliates to which the equity method does not apply
RS LLCSDX LLCLS Okayama Tsuyama LLC(Reason why the equity method is not applied)
The non-consolidated subsidiaries and affiliates to which the equity method does not apply are excluded from the scopeof application of the equity method because profit/loss (corresponding to the Company’s equity interest) and retained
earnings (corresponding to the Company’s equity interest), among other factors, at those companies have only a minor
and insignificant impact on the consolidated financial statements and they are of little importance overall.

- 72 -

3. Fiscal years of consolidated subsidiaries(1) The closing dates of the consolidated subsidiaries are as follows.
March 31 at 13 subsidiaries, April 30 at one subsidiary, May 31 at one subsidiary, June 30 at one subsidiary, July 31 at one
subsidiary, August 31 at one subsidiary, September 30 at two subsidiaries, November 30 at one subsidiary, December 31 at
two subsidiaries, and January 31 at one subsidiary(2) When the Company prepares consolidated financial statements, it uses provisional financial statements as of the consolidated
closing date of the consolidated subsidiaries whose closing dates are different from the consolidated closing date. The
Company makes necessary adjustments to reflect in consolidated financial statements important transactions between thedate of preparation of provisional financial statements and the consolidated closing date.
4. Matters related to accounting policies(1) Valuation standards and methods for important assets
1) Securities
a. Bonds held to maturity
The amortized cost method (straight-line method) is applied.
b. Other securities
Securities other than shares, etc. without market prices
Stated at fair value (Unrealized gains and losses are reported as a separate component of net assets, and cost of sales
is computed by the moving-average method.)
Shares, etc. without market prices
Stated at cost determined by the moving average method.
2) Inventories
The specific identification inventory cost method is applied (the balance sheet value is written down to reflect decreases
in profitability).
(2) Depreciation and amortization methods for important depreciable assets
1) Property, plant and equipment (excluding lease assets)
Declining-balance method is used. However, the straight-line method is used for buildings (excluding facilities attached tobuildings) acquired from April 1, 1998 and facilities attached to buildings and structures acquired from April 1, 2016.
The principal useful lives of property, plant and equipment are as follows:
Buildings and structures:
3 to 50 years
Machinery, equipment and vehicles:
2) Intangible assets (excluding lease assets)

2 to 17 years

For software for internal use, the straight-line method over an estimated useful life of five years is used.
3) Lease assets
Leased assets related to finance lease transactions involving the transfer of ownership
Leased assets related to finance lease transactions involving the transfer of ownership are depreciated using the same
method applied for non-current assets owned by the Company.
Lease assets relating to finance leases wherein ownership of the leased asset does not transfer to the lessee.
These assets are depreciated over respective lease periods by the straight-line method without residual value.
4) Long-term prepaid expenses
The straight-line method is applied.
(3) Accounting standards for significant
1) Allowance for doubtful accounts

provisions

In case of possible losses caused by bad loans, the Company posts estimated uncollectible amounts in consideration of loan
loss ratios for general claims and the collectability of specified claims, including possible bad debts.
2) Provision for bonuses
An estimated amount of bonuses to be paid to employees in the fiscal year under review is posted.
3) Provision for warranties for completed construction
A provision for warranties for completed construction is posted based on repair costs, etc. for buildings constructed by theCompany in the past to provide for losses due to defects and expenses for warranties after the delivery of buildings etc.
constructed by the Company.

- 73 -

4) Provision for retirement benefits for directors (and other officers)
An amount to be paid at the end of the fiscal year under review under the regulations for retirement benefits for officers(internal regulations) is posted to provide for the payment of retirement benefits for officers.
(4) Accounting method for retirement benefits
Net defined benefit liability is posted based on an estimate as of the end of the fiscal year under review in order to prepare forthe payment of retirement benefits to employees.
1) Allocation of projected retirement benefits
In calculating projected retirement benefits obligations, the periodic allocation of projected retirement benefits up to the endof current period is based mainly on the benefit formula basis.
2) Treatment of unrecognized actuarial differences and past service costs
Past service costs are posted in expenses based on the straight-line method for a fixed period of years (primarily 6 years)
within the average remaining service years of employees when costs accrue from their service.
Actuarial gains or losses are amortized using the straight-line method over a certain number of years (primarily 6 years)
within the average remaining years of service of the eligible employees at the time of recognition, and allocatedproportionately from the fiscal year following the respective fiscal year of recognition.
3) Accounting method for unrecognized actuarial differences and unrecognized prior service cost
Unrecognized actuarial differences and unrecognized prior service cost are posted in the remeasurement of defined benefits
plans under accumulated other comprehensive income in the section of net assets after tax effect adjustment.
4) Adoption of the simplified method by companies that are small in size
Some of the consolidated subsidiaries adopt, for the purpose of calculating retirement benefit liability and retirement benefit
expenses, a simplified method involving the recognition of retirement benefit obligations as the amount of retirement benefit
payable at fiscal year-end due to voluntary termination.
(5) Accounting standards for income and expenses
Major performance obligations in the Group’s major businesses and normal time to recognize revenue are as follows.
1) Real estate sales businessa. New built-for-sale condominiums businessIn the new built-for-sale condominiums business, the Company sells condominium units to general consumers. The
Company is obliged to deliver condominium units to consumers under real estate sale agreements. The Company meets theobligation when a unit is delivered and records revenue at the time of delivery.
The transaction price is specified in the real estate sale agreement. In the real estate sale agreement, in most cases, thedelivery date and the date of receipt of payment of the full sales price are the same. The Company receives payment of thesales price at the same time as the delivery of a condominium.
b. Liquidation businessIn the liquidation business, the Company acquires rental residential properties and office buildings, among other properties,
and leases properties or sells properties to operating companies, etc. after renovating them and raising their asset value.
The performance obligations, the timing of meeting the obligations, the transaction price decision method, and the timingof revenue recognition, etc. in the liquidation business are the same as those in the new built-for-sale condominiums
business.
2) Real estate management businessIn the real estate management business, the Company primarily manages condominiums and is obliged to provide entrusted
management service under agreements with customers. The performance obligation is met when the Company provides theservice, and the Company records revenue at the time of provision of service.
3) Energy businessIn the energy business, the Company derives revenues from selling power generation facilities that are already operating
and by selling electricity generated by other electric power generation facilities.
The performance obligations, the timing of meeting the obligations, the transaction price decision method, and the timingof revenue recognition, etc. in the sale of power generation facilities that are already in operation are the same as those in
the new built-for-sale condominiums business. In the sale of electricity generated by other electric power generation
facilities, the Company records revenue when it delivers electricity mainly to customers under a power purchase agreement.
4) Others businesses
The main business among other businesses is the contract construction business. The Group is obliged to perform
construction work under contract building construction agreements. Under the contract building construction agreement,- 74 -

assets are created or the value of assets increases as the Group performs its obligations, and the customer controls assets asassets are created or the value of assets increases. The Group thus fulfills its performance obligations over a certain periodof time, or according to progress in construction in the term of the agreement. The Group thus records revenue according
to progress in construction in the contract construction business. Costs incurred are thought to contribute to and be almost
proportional to progress in the Group’s fulfillment of its performance obligations. The Group thus uses the input method
based on costs incurred to measure progress.
The transaction price is specified in the contract building construction agreement. In the contract building construction
agreement, in most cases, the delivery date and the date of receipt of payment of the full contract fee are the same. The
Group receives payment of the contract fee at the same time as the delivery of the building.
(6) Method and period for amortization of goodwill
Goodwill is amortized by the straight-line method over ten years or less.
If the amount is small, goodwill is amortized in full in the year in which it occurs.
(7) Scope of funds in the consolidated statement of cash flows
Cash and cash equivalents are composed of cash on hand, deposits that can be withdrawn at any time and short-term
investments that are readily convertible into cash and face only slight risks of fluctuation in value with redemption due dates
arriving within three months from the acquisition date.
(8) Other significant matters for preparing consolidated financial statements
Accounting for consumption tax
Non-deductible consumption taxes on assets are expenses in the fiscal year when the taxes are incurred.
(Significant accounting estimates)- Impairment loss on non-current assets(1) Impairment losses posted in the consolidated financial statements for the fiscal year under review
Previous Consolidated
Fiscal Year

(Millions of yen)
Current Consolidated
Fiscal Year

Buildings and structures

1,185

432

Land

1,404

156

2,589

588

Total

(2) Information about important accounting estimates related to items identified
At the Company, each individual property is the smallest unit where the use of assets generates cash and is classified as an
asset group.
As described in *5 Impairment losses in (Consolidated statement of income), impairment losses of ¥588 million wereposted in asset groups in the fiscal year under review. The recoverable value was determined based mainly on appraisal
values provided by real estate appraisers. The appraisal values were calculated based on business plans for the asset groups,
in comprehensive consideration of the surrounding environment and other factors.
If the assumptions used in the estimates need to be changed chiefly due to uncertain changes in economic conditions, suchas changes in market conditions resulting from the spread of COVID-19, additional impairment losses (extraordinary
losses) may result in the next fiscal year.

- 75 -

(Changes in accounting policy)(Application of the Accounting Standard for Revenue Recognition, etc.)
The Company has applied the “Accounting Standard for Revenue Recognition” (“ASBJ Statement No. 29, March 31, 2020,
Accounting Standards Board of Japan”), from the beginning of the fiscal year under review. It recognizes revenues for goods
or services based on the amount estimated to be received in exchange for such goods or services at the point when control ofthe promised goods or services is conveyed to the customer.
Therefore, in goods and services to customers, which were previously recorded as selling, general and administrative
expenses, the method of reducing the amount from the transaction price has been adopted. The Company conventionallyapplied the completed-contract standard, but effective from the current fiscal year, has changed its method of accounting for
performance obligations that are to be fulfilled over a certain period of time by estimating the percentage of completion for
the fulfillment of the obligations and recognizing revenue over a certain period of time based on the percentage of completion,
except for construction projects of very short duration.
For the application of the Revenue Recognition Accounting Standard, etc. the Company has followed the transitional
treatment prescribed in the proviso of Article 84 of the revenue recognition accounting standard, and the cumulative effectof retroactively applying the new accounting policy prior to the beginning of the current fiscal year has been added to or
deducted from retained earnings at the beginning of the current year, and the relevant opening balance. The new accounting
policy has been applied from the beginning of the current fiscal year. However, the Company has not applied the new
accounting policy retrospectively to contracts for which the method prescribed in Article 86 of the Revenue Recognition
Accounting Standard was applied and almost all of the revenue amounts were recognized in accordance with the previous
treatment prior to the beginning of the current fiscal year. In addition, the Company has applied the method prescribed in
Article 86, Subparagraph (1) of the Accounting Standard for Revenue Recognition to account for contract changes madeprior to the beginning of the current fiscal year based on the contract terms after reflecting all contract changes, and has addedor subtracted the cumulative effect of such changes to retained earnings at the beginning of the current fiscal year.
Due to the application of Accounting Standard for Revenue Recognition, “Notes and accounts receivable-trade,” which were
presented in “Current assets” in the consolidated balance sheet for the previous fiscal year, are now included in “Notes,
accounts receivable-trade and contract assets” from the current fiscal year.
In accordance with the transitional treatment stipulated in Article 89-2 of the Accounting Standard for Revenue Recognition,
no reclassification has been made for the previous fiscal year using the new presentation method.
As a result, the impact on the consolidated financial statements of the current fiscal year is minimal.
Net assets at the beginning of the fiscal year ended March 31, 2022 reflect cumulative effects. Due to the cumulative effects,
retained earnings at the beginning of the fiscal year in the consolidated statement of changes in shareholders’ equity increased¥43 million.
According to the transitional measures prescribed in paragraph 89-3 of the Accounting Standard for Revenue Recognition,
there are no notes on revenue recognition pertaining to the results of the previous consolidated fiscal year.
(Application of the Accounting Standard for Fair Value Measurement)
The Company has applied the “Accounting Standard for Fair Value Measurement” (“ASBJ Statement No. 30, July 4, 2019,
Accounting Standards Board of Japan”), from the beginning of the current fiscal year. The company has prospectively decided
to apply new accounting policies based on the Accounting Standard for Fair Value Measurement, in accordance with thetransitional measurement in Article 19 of Accounting Standard for Fair Value Measurement and Article 44-2 of “AccountingStandard for Financial Instruments,” (ASBJ Statement No. 10, July 4, 2019). The impact of application of the AccountingStandard for Fair Value Measurement, on consolidated financial statements for the current year is immaterial. With respect
to notes on financial instruments, the Company has decided to add notes including those regarding a breakdown of the fairvalue of financial instruments by fair value level. In the note on a breakdown of financial instruments, a breakdown offinancial instruments in the previous fiscal year is not included in accordance with the transitional procedures set out inParagraph 7-4 of the Implementation Guidance on Disclosures about Fair Value of Financial Instruments (ASBJ GuidanceNo. 19, July 4, 2019).

- 76 -

(Consolidated balance sheet)*1. Of notes and accounts receivable - trade and contract assets, receivables and contract assets arising from contracts withcustomers are as shown below.

(Millions of yen)
Current Consolidated Fiscal Year
(March 31, 2022)
120
2,765

Accounts receivable - trade
Contract assets*2. Of advances received, contract liabilities are as shown below.

(Millions of yen)
Current Consolidated Fiscal Year
(March 31, 2022)
7,323

Contract liabilities*3. Items provided to non-consolidate subsidiaries and affiliates are as follows:
Previous Consolidated Fiscal Year
(March 31, 2021)
Investments and other assets, other (shares in nonconsolidated subsidiaries and associates)(Millions of yen)
Current Consolidated Fiscal Year
(March 31, 2022)

2,604

2,639

*4. Assets pledged as collateral and corresponding liabilities are as shown below.
(1) Collateral assets(Millions of yen)
Current Consolidated Fiscal Year
(March 31, 2022)

Previous Consolidated Fiscal Year
(March 31, 2021)
Cash and deposits
Notes and accounts receivable - trade
Notes and accounts receivable - trade, and contract
assetsReal estate for sale
Real estate for sale in process
Buildings and structures
Machinery, equipment and vehicles
Tools, furniture and fixtures
Land
Construction in progress
Other (Intangible assets)
Total

1,833
648

–
–

–

865

18,41841,474
6,654
9,767
44
23,699931
386

19,31350,735
6,105
5,107
11
25,0852,262
232

103,857

109,719(2) Liabilities corresponding to the above
Previous Consolidated Fiscal Year
(March 31, 2021)
Short-term loans payable
Current portion of long-term loans payable
Long-term loans payable
Total
Of the amount above, non-recourse loans- 77 -(Millions of yen)
Current Consolidated Fiscal Year
(March 31, 2022)

7,535
16,122
69,551

10,74722,98967,493

93,209101,230

13,507–

*5. Non-recourse loan
Non-recourse loans are as shown below.
Previous Consolidated Fiscal Year
(March 31, 2021)
Non-recourse long-term loans payable
Total

13,507–

13,507–

Assets corresponding to non-recourse loans are shown below.
Previous Consolidated Fiscal Year
(March 31, 2021)
Cash and deposits
Notes and accounts receivable - trade
Buildings and structures
Machinery, equipment and vehicles
Land
Other (Intangible assets)
Total(Millions of yen)
Current Consolidated Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated Fiscal Year
(March 31, 2022)

1,757
133
67
7,517
4,055
7

–
–
–
–
–
–

13,538–*6. Changes in purposes of holding assets
Previous Consolidated Fiscal Year (March 31, 2021)
The Group changed the purposes of holding certain real estate from development and rental to resale, and buildings andstructures of ¥4,723 million, land of ¥7,667 million, leased assets of ¥0 million and construction in progress of ¥2,984
million were transferred to real estate for sale and real estate for sale in process in the fiscal year. Certain assets of thoseassets were sold in the fiscal year, and of the ¥15,335 million transferred to real estate for sale, ¥12,214 million was posted
in cost of sales.
The purposes of certain mega solar power generation facilities were changed to resale, and buildings and structures of ¥57
million, machinery, equipment and vehicles of ¥6,065 million, land of ¥299 million, leasehold interests in land of ¥25
million (Other in intangible assets), and long-term prepaid expenses of ¥257 million (Other in investments and other assets)
were transferred to power generation facilities for sale in the fiscal year under review. Those assets were sold in the fiscal
year.
Current Consolidated Fiscal Year (March 31, 2022)
The Group changed the purposes of holding certain real estate from resale to rental, and real estate for sale in process of¥95 million and real estate for sale of ¥581 million were transferred to buildings and structures of ¥449 million and land of¥227 million.
The purposes of holding certain real estate were changed from development and rental to resale, and buildings and structuresof ¥4,181 million, tools, furniture and fixtures of ¥31 million, land of ¥5,168 million, construction in progress of ¥1,117
million and software of ¥0 million (Other in intangible assets) were transferred to real estate for sale and real estate for salein process in the fiscal year. Certain assets of those assets were sold in the fiscal year, and of the ¥10,500 million transferred
to real estate for sale, ¥8,800 million was posted in cost of sales.
In addition, the purposes of certain mega solar power generation facilities were changed to resale, and prepaid expenses of¥69 million (Other in current assets), buildings and structures of ¥598 million, machinery, equipment and vehicles of¥10,502 million, land of ¥4,219 million, construction in progress of ¥1,000 million, leasehold interests in land of ¥172
million (Other in intangible assets) and long-term prepaid expenses of ¥932 million (Other in investments and other assets)
were transferred to power generation facilities for sale in the fiscal year. Certain assets of those assets were sold in the fiscal
year, and of the ¥17,497 million transferred to power generation facilities for sale, ¥16,495 million was posted in cost of
sales.

- 78 -

7. Contingent liabilities (guarantees)
Guarantees for borrowings from financial institutions
Previous Consolidated Fiscal Year
(March 31, 2021)
Joint and several guarantees to financial institutions,etc. until the completion of registration of mortgages
related to housing loans of the Group’s customers
Minato Vietnam Co., Ltd.
WISE ESTATE 3 Co., Ltd.
Total

(Millions of yen)
Current Consolidated Fiscal Year
(March 31, 2022)

11,900

9,846

810
–

917
564

12,711

11,327

8. The Group maintains overdraft and credit line agreements with 64 financial institutions (March 31, 2021: 61) in order to ensure
the efficient funding of operating capital. The unused balance of borrowings under these agreements at the consolidated fiscal
year-end is as follows.
Previous Consolidated Fiscal Year
(March 31, 2021)(Millions of yen)
Current Consolidated Fiscal Year
(March 31, 2022)

Total maximum amount of overdraft and credit lines
Outstanding borrowing balance

70,93039,38077,471
41,634

Difference

31,55035,837(Consolidated statements of income)*1. Revenue from contracts with customers
Net sales are not broken down into revenue from contracts with customers and other revenue. The amount of revenue fromcontracts with customers is stated in Notes to the consolidated financial statements (matters concerning revenue recognition)
1. Information on the breakdown of revenue from contracts with customers.
*2. Inventories are stated at the amount after the write-down reflecting the decline in profitability. Loss on valuation of inventories
included in cost of sales is as follows.
Previous Consolidated Fiscal Year
(From April 1, 2020 to March 31, 2021)
305(Millions of yen)
Current Consolidated Fiscal Year
(From April 1, 2021 to March 31, 2022)(359)*3. Selling expenses account for approximately 40% for the year ended March 31, 2021 and 36% for the year ended March 31,
2022, and general and administrative expenses account for approximately 60% and 64%, respectively.
Major components of selling, general and administrative expenses and their amounts are as follows.
(Millions of yen)Previous Consolidated Fiscal Year
Current Consolidated Fiscal Year
(From April 1, 2020
(From April 1, 2021
to March 31, 2021)
to March 31, 2022)
Advertising expenses
4,007
4,539
Sales promotion expenses
2,475
2,288
Salaries and allowances
3,385
4,083
Provision for allowance for bonuses
688
840
Retirement benefit costs
255
171
Provision for allowance for directors’ retirement27
45
benefits
Provision for allowance for doubtful accounts
146
135- 79 -

*4. Details of loss on sale of non-current assets
Previous Consolidated Fiscal Year
(From April 1, 2020
to March 31, 2021)
171
171

Land
Total

(Millions of yen)
Current Consolidated Fiscal Year
(From April 1, 2021
to March 31, 2022)––*5. Impairment loss
Previous Consolidated Fiscal Year (From April 1, 2020 to March 31, 2021)
Mainly due to the declining profitability of rental properties, hotels and idle assets, the Group recorded impairment losses(¥2,589 million) for the following assets or asset groups in the consolidated fiscal year under review.
Amounts
Use
Type
Location(millions of yen)
Real estate for rent

HotelsIdle assets

Land, buildings

Kyoto-shi, Kyoto

388

Land, buildings

Kyoto-shi, Kyoto

995

Land, buildings

Kyoto-shi, Kyoto

593

Land

Kyoto-shi, Kyoto

113

Land, buildings

Kyoto-shi, Kyoto

467

Land

Tochigi-shi, Tochigi
Total

30
2,589

The itemized totals are ¥1,404 million for land and ¥1,185 million for buildings, respectively.
The Group classifies rental properties, hotels and idle assets by individual property.
The recoverable amount is measured using net sale value, which is assessed based on the appraisal value by a real estateappraiser.
Current Consolidated Fiscal Year (From April 1, 2021 to March 31, 2022)
Mainly due to the declining profitability of the hotel business, the Group recorded impairment losses (¥588 million) for thefollowing assets or asset groups in the consolidated fiscal year under review.
Use
HotelsType
Land, buildings

LocationNasu-gun, Tochigi
Total

Amounts(millions of yen)588
588

The itemized totals are ¥156 million for land and ¥432 million for buildings, respectively.
The Group classifies hotels by individual property.
The recoverable amount is measured using net sale value, which is assessed based on the appraisal value by a real estateappraiser.

- 80 -

(Consolidated statements of comprehensive income)* Reclassification adjustment and tax effect related to other comprehensive income
Previous Consolidated Fiscal Year
(From April 1, 2020
to March 31, 2021)
Valuation difference on available-for-sale securities:
Amount that occurred in the fiscal year underreview
Reclassification adjustment(Millions of yen)
Current Consolidated Fiscal Year
(From April 1, 2021
to March 31, 2022)

791

102

–

–

Before tax effect adjustment
Amount of tax effect

791
(172)

102
(76)

Valuation difference on available-for-salesecurities

619

26

(1)

1

19

(14)

7

4

Before tax effect adjustment
Amount of tax effect

27
(8)

(10)
3

Remeasurements of defined benefit plans, net of
tax

18

(6)

636

21

Foreign currency translation adjustment:
Amount that occurred in the fiscal year underreview
Remeasurements of defined benefit plans, net of tax:
Amount that occurred in the fiscal year underreview
Reclassification adjustment

Total other comprehensive income- 81 -

(Consolidated statement of changes in shareholders’ equity)
Previous Consolidated Fiscal Year (From April 1, 2020 to March 31, 2021)
1. Class and number of issued shares and class and number of treasury shares
Number of shares at Increase in number of
beginning ofshares duringconsolidated fiscal
consolidated fiscal
year under review
year under review
Issued shares
Common shares
121,000,000–
Total
121,000,000–
Treasury shares
Common shares (Note)
12,587,307–
Total
12,587,307–

Decrease in numberof shares duringconsolidated fiscal
year under review

Number of shares atthe end of theconsolidated fiscal
year under review––

121,000,000
121,000,000

242,400
242,400

12,344,907
12,344,907(Note) The decrease of 242,400 shares of treasury shares was due to the exercise of stock options.
2. Matters related to share acquisition rights and treasury share acquisition rights
Number of shares to be acquired upon exercise of share
Class of shares
Balance at theacquisition rights
Breakdown of
underlying
end of thisIncrease
Decrease
Classification
share acquisition
share
periodBeginning ofEnd of fiscal
during fiscal during fiscal
rightsacquisition(millions offiscal year
year underyear underyear underrightsyen)under review
review
review
review
Share acquisition
Reporting company
rights as stock(parent company)
option
Total

–

–

–

–

–

199

–

–

–

–

–

199

Class of shares

Total amount ofdividends(millions of yen)

Dividends per
share (yen)Common stock

1,409

Common stock434

3. Matters related to dividends(1) Dividends paid
(Resolution)
June 29, 2020
Ordinary General Meetingof Shareholders
October 30, 2020
Board of Directors

Record date

Effective date13

March 31, 2020

June 30, 2020

4

September 30, 2020

December 7, 2021

(2) Of dividends whose record date is in the consolidated fiscal year under review, those whose effective date in the next
consolidated fiscal year
(Resolution)

Class ofsharesTotal amount ofdividends(millions of yen)

Source ofdividends

Dividends per
share (yen)June 25, 2021
Ordinary General Meetingof Shareholders

Common
stock

1,086

Retainedearnings

10- 82 -

Record date

Effective date

March 31, 2021

June 28, 2021

Current Consolidated Fiscal Year (From April 1, 2021 to March 31, 2022)
1. Class and number of issued shares and class and number of treasury shares
Number of shares at Increase in number of
beginning ofshares duringconsolidated fiscal
consolidated fiscal
year under review
year under review
Issued shares
Common stock
121,000,000–
Total
121,000,000–
Treasury shares
Common shares (Note)
12,344,907–
Total
12,344,907–

Decrease in numberof shares duringconsolidated fiscal
year under review

Number of shares atthe end of theconsolidated fiscal
year under review––

121,000,000
121,000,000

396,100
396,100

11,948,807
11,948,807(Note) The number of common shares in treasury stock decreased 396,100 shares due to the exercise of stock options.
2. Matters related to share acquisition rights and treasury share acquisition rights
Number of shares to be acquired upon exercise of share
Class of shares
Balance at theacquisition rights
Breakdown of
underlying
end of thisIncrease
Decrease
Categoryshare acquisition
share
periodBeginning ofCurrent
during fiscal during fiscal
rightsacquisition
fiscal year
consolidated (millions ofyear underyear underrightsyen)under review
fiscal year
review
review
Share acquisition
Reporting company
rights as stock(parent company)
option
Total

–

–

–

–

–

197

–

–

–

–

–

197

Class of shares

Total amount ofdividends(millions of yen)

Dividends per
share (yen)Common stock

1,086

Common stock435

3. Matters related to dividends(1) Dividends paid
(Resolution)
June 25, 2021
Ordinary General Meetingof Shareholders
October 29, 2021
Board of Directors’
meetings

Record date

Effective date10

March 31, 2021

June 28, 2021

4

September 30, 2021

December 6, 2021

(2) Of dividends whose record date is in the consolidated fiscal year under review, those whose effective date in the next
consolidated fiscal year
(Resolution)

Class ofsharesTotal amount ofdividends(millions of yen)

Source ofdividends

Dividends per
share (yen)June 24, 2022
Ordinary General Meetingof Shareholders

Common
stock

1,526

Retainedearnings

14- 83 -

Record date

Effective date

March 31, 2022

June 27, 2022

(Consolidated statement of cash flows)*1. Year-end balance of cash and cash equivalents and the relationship with the amounts of items listed in the consolidated balance
sheet(Millions of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(From April 1, 2020
(From April 1, 2021
to March 31, 2021)
to March 31, 2022)
Cash and deposits
Time deposits whose deposit term exceeds 3 months
Deposits received from customers

39,169(180)(488)

33,428(136)(598)

Cash and cash equivalents

38,50032,693

2. Significant non-cash transactions
Previous Consolidated Fiscal Year
(From April 1, 2020
to March 31, 2021)(Millions of yen)
Current Consolidated Fiscal Year
(From April 1, 2021
to March 31, 2022)–

676

15,375

10,5006,705

17,497

Amount transferred from real estate for sale or real estate
for sale in process to non-current assets due to change inthe purpose of holding assets
Amount transferred from non-current assets to real estate
for sale or real estate for sale in process due to change inthe purpose of holding assets
Amount transferred from non-current assets to power
generation facilities for sale due to change in the purposeof holding assets*3. Breakdown of the assets and liabilities of a company that has become a new consolidated subsidiary through the purchase ofshares, etc.
Previous Consolidated Fiscal Year (From April 1, 2020 to March 31, 2021)
Below is a breakdown of the assets and liabilities of a company that became a consolidated subsidiary through theCompany’s acquisition of the equity interests of its employees and a company that has become a consolidated subsidiarythrough the Company’s acquisition of investment equity in a silent partnership when they were consolidated and theCompany’s (net) payment for or (net) proceeds from the investment.
(1) Sakuramichi 9 LLC(Millions of yen)
Current assets2
Non-current assets
71
Goodwill3
Current liabilities(77)
Acquisition cost of equity interests
Cash and cash equivalents

0–

Result: Purchase of shares of subsidiaries resulting inchange in scope of consolidation(0)(2) Eco-Friendly K.K.
Current assets
Non-current assets
Goodwill
Current liabilities(Millions of yen)
0
348
45
(394)

Acquisition cost of shares
Cash and cash equivalents

0(0)Result: Proceeds from purchase of shares of subsidiaries
resulting in change in scope of consolidation0- 84 -

Current Consolidated Fiscal Year (From April 1, 2021 to March 31, 2022)
Below is a breakdown of the assets and liabilities of each of the companies that became consolidated subsidiaries throughthe Company’s acquisition of shares in them when they were consolidated and the Company’s (net) payment for theinvestment.
(1) Leben Clean Energy Co., Ltd.
(Millions of yen)
Current assets
5,713
Non-current assets
4,651
Goodwill
930
Current liabilities(2,025)
Non-current liabilities(7,269)Acquisition cost of shares in the subsidiary
Cash and cash equivalents

2,000
(124)

Result: Purchase of shares of subsidiaries resulting inchange in scope of consolidation(1,875)(2) Iwano K.K.
Current assets
Non-current assets
Goodwill
Current liabilities
Non-current liabilities(Millions of yen)
83
492
(37)
(86)
(61)

Acquisition cost of shares in the subsidiary
Cash and cash equivalents

390
(83)

Result: Purchase of shares of subsidiaries resulting inchange in scope of consolidation(306)- 85 -

(Lease transactions)1. Finance lease transactions (lessee)(1) Finance lease transactions that transfer ownership
1) Leased assets
a. Property, plant and equipment
Administrative operation facilities (buildings and structures, tools, furniture and fixtures)
b. Intangible assets
Software2) Method of depreciation/amortization of leased assets
The method is described in 4. Matters Related to Accounting Policies, (2) Method of depreciation/amortization of importantdepreciable assets in (Significant Matters That Serves as the Basis for Preparing Consolidated Financial Statements).
(2) Non-ownership-transfer finance lease transactions
1) Leased assets
a. Property, plant and equipment
Tools, furniture and fixtures, and vehicles at administrative operation facilities
b. Intangible assets
Software2) Method of depreciation/amortization of leased assets
The method is described in 4. Matters Related to Accounting Policies, (2) Method of depreciation/amortization of importantdepreciable assets in (Significant Matters That Serves as the Basis for Preparing Consolidated Financial Statements).
2. Operating lease transactions
Noncancelable future operating lease payments
Previous Consolidated Fiscal Year
(March 31, 2021)(Millions of yen)
Current Consolidated Fiscal Year
(March 31, 2022)

Within a year

5,177

6,923

More than a year

32,88543,02438,062

49,948Total- 86 -

(Financial instruments)
1. Matters related to the status of financial instruments(1) Policy for financial instruments
The Group raises necessary funds from banks and other financial institutions in consideration of sales plans.
(2) Financial instruments and risks related to themNotes and accounts receivable - trade, which are operating receivables, are exposed to the credit risk of customers.
Investment securities are shares in companies with which the Company has a business relationship and are exposed to market
risk.
Most of notes and accounts payable - trade, trade payables, are payable within a year.
Borrowings are made primarily to raise funds for business transactions. In most cases, they are to be repaid or redeemed within
three years. Borrowings are exposed to interest rate risks.
(3) Risk management system related to financial instruments
1) Credit risk (risk related to business connections’ contract non-performance) management
Each sales division and administrative division within the Group regularly monitors the status of major counterparties,
manages due dates and outstanding balances of each counterparty, and strives to identify concerns over debt collection caused
primarily by the counterparty’s worsening financial position at an early stage and mitigate them.
2) Market risk (interest-rate fluctuation risk, etc.) management
The Group regularly monitors the market values of investment securities and the financial position, etc. of the issuers(counterparties) and continually reviews its holdings in consideration of market conditions and the relationships with thecounterparties.
The Group creates a list of interest rates of loans and bonds at financial institutions and monitors interest rates. The
Company’s finance division manages funds by creating funding plans related to trade payables and borrowings, etc. and byother means.
3) Management of liquidity risk in financing (risk of failure to pay on due dates)
The finance division creates and updates cash flow plans based on reports from each division in a timely manner. The Group
maintains on-hand liquidity and manages liquidity risk.
4) Supplementary explanation regarding the fair value of financial instruments
The Group factors in variables in the calculation of the fair values of financial instruments. The fair values vary depending on
assumptions.
2. Matters related to the market prices of financial instruments, etc.
The following table presents the amounts in the consolidated balance sheet, market value, and differences between them.
Previous Consolidated Fiscal Year (March 31, 2021)
Consolidated balance
sheet amount(millions of yen)
(1) Investment securities
4,743
Total assets(1) Lease obligations (current)(2) Long-term loans payable (including thecurrent portion of long-term loans payable)(3) Bonds payable (including current portion ofbonds payable)(4) Lease obligations (fixed)
Total liabilities

Fair value(millions of yen)

Difference(millions of yen)

4,743

–

4,743
3

4,743
3

–
–

103,246

103,243

(2)

6,104

6,207

103

8

8

(0)

109,362

109,463100(*1) Cash and deposits, notes and accounts receivable - trade, notes and accounts payable - trade, short-term loans payable areomitted because they are cash and their fair value approximates their book value due to short maturities.
(*2) The financial instruments below are not included in (1) Investment securities because they do not have market prices andit is very difficult to determine their fair value. The consolidated balance sheet amount of the financial instruments are asshown below.
Category
Unlisted shares(Millions of yen)Previous Consolidated Fiscal Year
(March 31, 2021)
451- 87 -

Current Consolidated Fiscal Year (March 31, 2022)
Consolidated balance
sheet amount(millions of yen)

Fair value(millions of yen)

Difference(millions of yen)

(1) Investment securities(2) Long-term loans receivable

4,868
380

4,868
380

–
–

Total assets(3) Lease obligations (current)(4) Long-term loans payable (including current
portion of long-term loans payable)(5) Bonds payable (including current portion ofbonds payable)(6) Lease obligations (fixed)

5,248
35

5,248
35

–
–

107,222

107,292

70

6,238

6,271

33

285

270

(14)

113,780

113,87089

Total liabilities(*1) Cash and deposits, notes and accounts receivable - trade, notes and accounts payable - trade, short-term loans payable areomitted because they are cash and their fair value approximates their book value due to short maturities.
(*2) Stocks and other securities without market quotations are not included in (1) Investment securities. The consolidatedbalance sheet amount of the financial instruments are as shown below.
Category
Unlisted shares(Millions of yen)
Current Consolidated Fiscal Year
(March 31, 2022)
593(Notes) 1. Redemption schedule for monetary claims and securities that have maturity dates
Previous Consolidated Fiscal Year (March 31, 2021)
More than a year,
More than five years,
Within a year
within five years
within 10 years(millions of yen)(millions of yen)(millions of yen)More than 10 years(millions of yen)

Cash and deposits
Notes and accounts
receivable - trade39,169

–

–

–

2,193

–

–

–

Total

41,362–––Current Consolidated Fiscal Year (March 31, 2022)
More than a year,
Within a year
within five years(millions of yen)(millions of yen)More than five years,
within 10 years(millions of yen)More than 10 years(millions of yen)

Cash and deposits
Notes and accounts
receivable - tradeLong-term loans
receivable

33,428

–

–

–

120

–

–

–

–

380

–

–

Total

33,549380––- 88 -

2. Amount of short-term loans payable, long-term loans payable, bonds, and lease obligations to be repaid after the
consolidated closing datePrevious Consolidated Fiscal Year (March 31, 2021)
More than one More than two More than three More than fourMore than five
Within a year year, within two years, within
years, within
years, within
years(millions of
years
three years
four years
five years(millions ofyen)(millions of(millions of(millions of(millions of
yen)
yen)
yen)
yen)
yen)
Short-term loans payable
9,208
–
–
–
–
–
Long-term loans payable
17,52431,81814,980
9,972
12,225
16,724
Bonds payable
116
2,128
120
2,620
870
250
Lease obligations
3
2
2
2
1
0
Total
26,85233,948
15,103
12,595
13,096
16,975Current Consolidated Fiscal Year (March 31, 2022)
More than one More than two More than three More than fourMore than five
Within a year year, within two years, within
years, within
years, within
years(millions of
years
three years
four years
five years(millions ofyen)(millions of(millions of(millions of(millions of
yen)
yen)
yen)
yen)
yen)
Short-term loans payable
14,189–––––Long-term loans payable
25,29828,89525,517
11,194
6,858
9,457
Bonds payable
2,168
160
2,710
910
40
250
Lease obligations
35
35
35
34
32
148
Total
41,691
29,09028,262
12,1396,930
9,855- 89 -

3. Breakdown of financial instruments by level of market value
The fair values of financial instruments are classified into the following three levels according to the observability andimportance of inputs used in the calculation of fair values.
Level 1 fair value:
fair value calculated using market prices, on an active market, of assets or liabilities whose fair value
is calculated of the observable inputs related to the calculation of fair value
Level 2 market value: market value calculated using inputs other than the inputs used for Level 1 of the observable inputs
Level 3 fair value:

related to the calculation of market value
fair value calculated using inputs that are not observable related to the calculation of fair value

If more than one input that has a significant effect on the calculation of fair value is used, the fair value is classified to the levelof inputs whose priority is lowest in the calculation of fair value.
(1) Financial instruments stated at market price in consolidated balance sheet
Current Consolidated Fiscal Year (March 31, 2022)
Fair value (millions of yen)
Category
Level 1
Level 2
Level 3
Investment securities
Stock
4,868
–
Total assets

4,868

–

(2) Financial instruments other than those recorded at market price in the consolidated balance sheet
Current Consolidated Fiscal Year (March 31, 2022)
Fair value (millions of yen)
Category
Level 1
Level 2
Level 3Long-term loans receivable
–
380

Total
–

4,868

–

4,868

Total
–

380

Total assets

–

380

–

380

Lease obligations (current)Long-term loans payable (including
current portion of long-term loans payable)
Bonds payable (including current portionof bonds payable)
Lease obligations (fixed)

–

35

–

35

–

107,292–

107,292

–

6,271

–

6,271

–

270

–

270

Total liabilities–

113,870–

113,870(Note) Explanations about assessment techniques used in the calculation of fair value and inputs related to the calculation of fair value
Investment securities
Listed shares are assessed using market prices. Listed shares are traded on an active market and their market prices are
categorized into Level 1 market value.
Long-term loans receivable
Long-term loans receivable are classified in terms of period. The fair value is calculated for each credit risk category forcredit management, using the discounted present value method based on their future cash flows and rates calculated basedon the government bond yield and other appropriate indexes and credit spreads. Their fair value is classified as Level 2
market value.
Bonds payable (including current portion of bonds payable)
These are bonds issued by the Company. The fair value is calculated using the discounted present value method based on
the total amount of principal and interest and rates calculated based on the remaining periods and credit risk of the bonds.
Their fair value is classified as Level 2 market value.
Long-term loans payable (including current portion of long-term loans payable), lease obligations
The fair value of these financial instruments is calculated using the discounted present value method based on the total
amount of principle and interest and rates calculated based on the remaining periods and credit risk of the debt. Their fairvalue is classified as Level 2 market value.

- 90 -

(Securities)
1. Available-for-sale securities
Previous Consolidated Fiscal Year (March 31, 2021)
Difference(millions of yen)Type

Consolidated balance
sheet (millions of yen)

Acquisition cost
(millions of yen)

(1) Stocks
Other securities whosebook carrying amount on (2) Bonds
the consolidated balance(3) Othersheets exceed theacquisition cost
Subtotal

5951(1) Stocks
Other securities whosebook carrying amount on (2) Bonds
the consolidated balance
sheets do not exceed the (3) Other
acquisition cost
Subtotal

8

–

–

–

4,653

3,899

754

4,713

3,950

762

30

37

(7)

–

–

–

–

–

–

30

37

(7)

4,743

3,988

755

Consolidated balance
sheet (millions of yen)

Acquisition cost
(millions of yen)

Difference(millions of yen)

58

47

11

Total
Current Consolidated Fiscal Year (March 31, 2022)
Type(1) Stocks
Other securities whosebook carrying amount on (2) Bonds
the consolidated balance(3) Othersheets exceed theacquisition cost
Subtotal(1) Stocks
Other securities whosebook carrying amount on (2) Bonds
the consolidated balance
sheets do not exceed the (3) Other
acquisition cost
Subtotal
Total

–

–

–

4,775

3,979

795

4,834

4,027

806

34

41

(7)

–

–

–

–

–

–

34

41

(7)

4,868

4,069

799

2. Available-for-sale securities that were sold
Previous Consolidated Fiscal Year (March 31, 2021)
Type

Total profit on sale (millions ofyen)Sale price (millions of yen)

(1) Stocks(2) Bonds(3) Other
Total

Total loss on sale (millions of
yen)

–
–
4

–
–
3

–
–
–

4

3

–

Current Consolidated Fiscal Year (March 31, 2022)
Not applicable.
3. Securities on which impairment losses were posted
There were no applicable securities in the previous consolidated fiscal year.
There were no applicable securities in the fiscal year under review.
Impairment losses were recorded for securities whose market value at the end of the fiscal year had fallen 50% or more from theacquisition cost. Impairment losses of the amount deemed necessary was recorded for securities whose market value at the end of
the fiscal year had fallen 30% to 50% from the acquisition cost, taking into account factors such as recoverability.
(Derivatives transactions)Not applicable.

- 91 -

(Retirement benefits)
1. Outline of the retirement benefits system
The Takara Leben Group provides lump sum retirement payments as a part of defined benefit plans and a smaller enterpriseretirement allowance mutual aid plan as a part of a defined contribution plan. Retirement benefit liabilities and retirement benefit
expenses are calculated using a simplified method for the lump sum retirement payments provided by some of the consolidated
subsidiaries.
2. Defined benefit plans(1) Adjustments of balance of retirement benefit obligations at the beginning and end of fiscal year (excl. the plan applying asimplified method in table (2))(Millions of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(From April 1, 2020
(From April 1, 2021
to March 31, 2021)
to March 31, 2022)
Defined benefit obligation at beginning of period
Service costs
Interest costs
Amount of net actuarial gain/loss
Retirement benefits paid
Amount transferred due to change from
simplified method to standard method
Amount expensed due to change from
simplified method to standard method

424
76
1
(19)
(16)

818
144
4
14
(64)

250

–

101

–

Retirement benefit obligation at end of period

818

916

(2) Adjustments of balance of retirement benefit liabilities at the beginning and end of fiscal year in a plan using the simplified
methodPrevious Consolidated Fiscal Year
(From April 1, 2020
to March 31, 2021)
Beginning balance of retirement benefit liabilities
Retirement benefit costs
Retirement benefits paid
Amount contributed to smaller enterpriseretirement allowance mutual aid plan
Amount transferred due to change from
simplified method to standard method
Ending balance of retirement benefit liabilities(Millions of yen)
Current Consolidated Fiscal Year
(From April 1, 2021
to March 31, 2022)

229
84
(12)

45
34
(6)

(5)

(5)

(250)

–

45

67

(3) Reconciliation of retirement benefit obligation and pension assets with net retirement benefit liability and asset reflected on
the consolidated balance sheets(Millions of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(March 31, 2021)(March 31, 2022)
Retirement benefit obligation for unfunded plan
Expected amount of payments through smaller
enterprise retirement allowance mutual aid plan

911

1,021

(47)

(37)

Net amount of retirement benefit liability andasset on the consolidated balance sheets

863

984

- 92 -

Previous Consolidated Fiscal Year
(From April 1, 2020
to March 31, 2021)(Millions of yen)
Current Consolidated Fiscal Year
(From April 1, 2021
to March 31, 2022)

76
1
7

144
4
4

78

29

101

–

266

181

(4) Breakdown of retirement benefit expenses

Service costs
Interest costs
Expense for actuarial losses
Retirement benefit expenses calculated using thesimplified method
Amount expensed due to change from simplified
method to standard method
Retirement benefit expenses related to defined
benefit plans(5) Remeasurements of defined benefit plans, net of tax

The breakdown of items posted as “remeasurements of defined benefit plans, net of tax” (before deduction of tax effect) is
as follows:(Millions of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(From April 1, 2020
(From April 1, 2021
to March 31, 2021)
to March 31, 2022)
Actuarial gains and losses

(27)

10

Total

(27)

10

(6) Remeasurements of defined benefit plans
The breakdown of items posted as “remeasurements of defined benefit plans” (before deduction of tax effect) is as follows:(Millions of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(March 31, 2021)(March 31, 2022)
Unrecognized actuarial gains and losses

11

21

Total

11

21

(7) Basis for the calculation of actuarial gains and losses
Major assumptions for the calculation of actuarial gains and losses (weighted average)
Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(March 31, 2021)(March 31, 2022)
0.47% to 0.53%
2.07% to 2.95%

Discount rate
Forecasted rate of pay raise

0.51% to 0.58%
2.07% to 2.95%

3. Defined contribution plan
The amount contributed to the smaller enterprise retirement allowance mutual aid plan by the Group was ¥5 million in the previous
fiscal year and ¥5 million in the fiscal year under review.

- 93 -

(Stock options)
1. Expenses related to stock options and their account titles(Millions of yen)
Current Consolidated Fiscal Year
(From April 1, 2021
to March 31, 2022)

Previous Consolidated Fiscal Year
(From April 1, 2020
to March 31, 2021)
Selling, general andadministrative expenses

36

125

2. Description of stock options, their scale and changes(1) Description of stock options
1st. Type-B Stock Acquisition Rights

2nd. Type-B Stock Acquisition Rights

Category and number of persons Seven Directors of the Company
subject to grants
One Executive Officer of the Company

Seven Directors of the Company
One Executive Officer of the Company

Stock options by class of shares(Notes 1, 2)

130,000 common shares

120,400 common shares

Grant dateJuly 9, 2012

May 14, 2013

Vesting conditions

In principle, on or after the day following the
day on which the person leaves both of theirpositions as Director and Executive Officer

In principle, on or after the day following the
day on which the person leaves both of theirpositions as Director and Executive Officer

Length of service

No length of service is deemed to exist due to
No length of service is deemed to exist due tothe difficulty of rationally predicting the date of the difficulty of rationally predicting the date ofright allotment.
right allotment.

Exercise period

From July 10, 2012 to July 9, 2052
3rd. Type-B Stock Acquisition Rights

From May 15, 2013 to May 14, 2053
4th. Type-B Stock Acquisition Rights

Category and number of persons Seven Directors of the Company
subject to grants
Two Executive Officers of the Company

Seven Directors of the Company
Three Executive Officers of the Company

Stock options by class of shares(Note 1)

129,200 common shares

133,600 common shares

Grant date

May 13, 2014

July 14, 2015

Vesting conditions

In principle, on or after the day following the
day on which the person leaves both of theirpositions as Director and Executive Officer

In principle, on or after the day following the
day on which the person leaves both of theirpositions as Director and Executive Officer

Length of service

No length of service is deemed to exist due to
No length of service is deemed to exist due tothe difficulty of rationally predicting the date of the difficulty of rationally predicting the date ofright allotment.
right allotment.

Exercise period

From May 14, 2014 to May 13, 2054
5th. Type-B Stock Acquisition Rights

From July 15, 2015 to July 14, 2055
6th. Type-B Stock Acquisition Rights

Category and number of persons Seven Directors of the Company
subject to grants
Two Executive Officers of the Company

Six Directors of the Company
Five Executive Officers of the Company

Stock options by class of shares(Note 1)

125,200 common shares

128,000 common shares

Grant date

May 10, 2016

July 11, 2017

Vesting conditions

In principle, on or after the day following the
day on which the person leaves both of theirpositions as Director and Executive Officer

In principle, on or after the day following the
day on which the person leaves both of theirpositions as Director and Executive Officer

Length of service

No length of service is deemed to exist due to
No length of service is deemed to exist due tothe difficulty of rationally predicting the date of the difficulty of rationally predicting the date ofright allotment.
right allotment.

Exercise period

From May 11, 2016 to May 10, 2056

- 94 -

From July 12, 2017 to July 11, 2057

7th. Type-B Stock Acquisition Rights

8th. Type-B Stock Acquisition Rights

Category and number of persons Seven Directors of the Company
subject to grants
Seven Executive Officers of the Company

Seven Directors of the Company
Six Executive Officers of the Company

Stock options by class of shares(Note 1)

164,000 common shares

156,000 common shares

Grant dateAugust 28, 2018

July 30, 2019

Vesting conditions

In principle, on or after the day following the
day on which the person leaves both of theirpositions as Director and Executive Officer

In principle, on or after the day following the
day on which the person leaves both of theirpositions as Director and Executive Officer

Length of service

No length of service is deemed to exist due to
No length of service is deemed to exist due tothe difficulty of rationally predicting the date of the difficulty of rationally predicting the date ofright allotment.
right allotment.

Exercise period

From August 29, 2018 to August 28, 2058
9th. Type-B Stock Acquisition Rights

From July 31, 2019 to July 30, 2059
9th. Type-A Stock Acquisition Rights

Category and number of persons Seven Directors of the Company
subject to grants
Five Executive Officers of the Company

Seven Directors of the Company
Seven Executive Officers of the Company

Stock options by class of shares(Note 1)

159,600 common shares

257,700 common shares

Grant dateAugust 1, 2020

July 31, 2021

Vesting conditions

In principle, on or after the day following the
day on which the person leaves both of theirpositions as Director and Executive Officer

There are no vesting conditions attached.

Length of service

No length of service is deemed to exist due tothe difficulty of rationally predicting the date of No length of service is specified.
right allotment.

Exercise period

From August 2, 2020 to August 1, 2060

From August 1, 2021 to July 31, 2061

10th. Type-B Stock Acquisition Rights
Category and number of persons Seven Directors of the Company
subject to grants
Four Executive Officers of the Company
Stock options by class of shares(Note 1)

158,100 common shares

Grant dateJuly 31, 2021

Vesting conditions

In principle, on or after the day following the
day on which the person leaves both of theirpositions as Director and Executive Officer

Length of service

No length of service is deemed to exist due tothe difficulty of rationally predicting the date ofright allotment.

Exercise period

From August 1, 2021 to July 31, 2061

(Notes) 1. The number of stock options is converted to the number of shares.
2. The Company conducted a 4-for-1 stock split on July 1, 2013, and the number of shares after the adjustment for the stock
split is presented.

- 95 -

(2) Scale of stock options and related changes
The number of stock options applies to the stock options existing in the fiscal year under review (ended March 31, 2022), which
are converted to the number of shares for presentation.
(i) Number of stock options
1st. Type-B
Stock
Acquisition
Rights2nd. Type-B
Stock
Acquisition
Rights3rd. Type-B
Stock
Acquisition
Rights4th. Type-B
Stock
Acquisition
Rights5th. Type-B
Stock
Acquisition
Rights6th. Type-B
Stock
Acquisition
Rights7th. Type-B
Stock
Acquisition
Rights8th. Type-B
Stock
Acquisition
Rights

Before vesting (shares)
46,40041,20041,60047,20046,80090,000118,000

118,000

Granted

–

–

–

–

–

–

–

–

Forfeited

–

–

–

–

–

–

–

–

Vested16,00013,20014,00015,20014,80014,00016,00016,000

Yet to be vested

30,40028,00027,60032,00032,00076,000102,000

102,000

End of previous year

After vesting (shares)
End of previous year

–

–

–

–

–

–

–

–

Vested16,00013,20014,00015,20014,80014,00016,00016,000

Rights exercised

16,00013,20014,00015,20014,80014,00016,00016,000Forfeited

–

–

–

–

–

–

–

–

Yet to be exercised

–

–

–

–

–

–

–

–

9th. Type-A
Stock
Acquisition
Rights10th. Type-B
Stock
Acquisition
Rights9th. Type-B
Stock
Acquisition
Rights
Before vesting (shares)
End of previous year
GrantedForfeited

159,600–––

257,700

158,100–––

Vested19,200257,700–

Yet to be vested

140,400–

158,100–––

Vested19,200257,700–

Rights exercised

19,200257,700–

Forfeited–––

Yet to be exercised

–

–

–

After vesting (shares)
End of previous year

(Note) The Company conducted a 4-for-1 stock split on July 1, 2013, and the number of shares after the adjustment for the stock split
is presented.

- 96 -

(ii) Unit price information
1st. Type-B
Stock
Acquisition
Rights2nd. Type-B
Stock
Acquisition
Rights3rd. Type-B
Stock
Acquisition
Rights4th. Type-B
Stock
Acquisition
Rights5th. Type-B
Stock
Acquisition
Rights6th. Type-B
Stock
Acquisition
Rights7th. Type-B
Stock
Acquisition
Rights8th. Type-B
Stock
Acquisition
RightsExercise price (yen)

1

1

1

1

1

1

1

1

Average stock pricewhen exercised (yen)

343

343

343

343

343

343

343

343

Fair unit value on thedate of grant (yen)

128

306

186

472

480

316

253

290

9th. Type-B
Stock
Acquisition
Rights9th. Type-A
Stock
Acquisition
Rights10th. Type-B
Stock
Acquisition
RightsExercise price (yen)

1

1

1

Average stock pricewhen exercised (yen)

343

304

–

Fair unit value on thedate of grant (yen)

228

341

241

(Note) The exercise prices are per share. The prices presented have been converted to prices after a 4-for-1 stock split conducted on
July 1, 2013.
3. Method for estimating the fair unit value of stock options
The method for estimating the fair unit value of the 9th. Type-A Stock Acquisition Rights vested in the fiscal year under review
is described below.
(1) Valuation technique used: Black-Scholes model(2) Key basic values and estimation method
9th. Type-A Stock Acquisition Rights
Share price volatility (Note 1)

32.5%

Expected remaining period (Note 2)

0.0028 years

Expected dividend yield (Note 3)

2.71%

Risk-free interest rate (Note 4)(0.043%)(Notes) 1. The calculation is based on the actual share prices between July 31, 2019, and July 30, 2021.
2. The period from the date of allotment of stock acquisition rights to the beginning date of exercise period is used.
3. The calculation is based on the dividends paid in the last 10 years.
4. The average uncollateralized overnight call rate is used due to the extremely short period expected to remain.
The method for estimating the fair unit value of the 10th. Type-B Stock Acquisition Rights vested in the fiscal year under review
is described below.
(1) Valuation technique used: Black-Scholes model(2) Key basic values and estimation method
10th. Type-B Stock Acquisition Rights
Share price volatility (Note 1)

48.9%

Expected remaining period (Note 2)

12.8 years

Expected dividend yield (Note 3)

2.71%

Risk-free interest rate (Note 4)

0.133%(Notes) 1. The calculation is based on the share prices between October 6, 2008, and July 30, 2021.
2. The weighted average number of years of service expected to remain of the stock acquisition right holders is used.
3. The calculation is based on the dividends paid in the last 10 years.
4. The calculation is based on the government bond yield during the expected remaining period.
4. Method for estimating the number of stock options vested
It is basically difficult to reasonably estimate the number of stock options to be forfeited, and only the actual number of stock
options forfeited is reflected.

- 97 -(Tax effect accounting)
1. Breakdown of key factors contributing to deferred tax assets and deferred tax liabilities
Previous Consolidated Fiscal Year
(March 31, 2021)
Deferred tax assets
Non-deductible provision for bonuses
Non-deductible allowance for doubtful accounts
Loss on valuation of real estate for sale,currently not deductible
Loss on valuation of membership, currently not
deductible
Non-deductible retirement benefit liabilities
Non-deductible provision for retirement
benefits for directors (and other officers)
Non-deductible depreciation expenses
Loss on valuation of telephone subscription
rights, currently not deductible
Impairment losses, currently not deductible
Deferred consumption tax and other dues
Accrued enterprise taxes, etc.
Compulsory devaluation of investment
securities, currently not deductible
Asset retirement obligations, currently not
deductible
Tax losses carried forward
Deferred tax assets
Recognition of advances received, currently not
deductible
Non-deductible provision for warranties forcompleted construction
Share acquisition rights
Loss on construction work guarantee, currently
not deductible
Tax effect on elimination of unrealizedintercompany profit
Other(Millions of yen)
Current Consolidated Fiscal Year
(March 31, 2022)

183
47

200
88

490

369

35

34

276

312

39

53

528

477

1

1

853
95
190

726
111
152

3

3

40

56

111
266

36
254

223

–

75

82

61

60

66

66

73

–

8

104

Subtotal of deferred tax assets
Valuation allowance (Note)

3,671(1,631)

3,192(1,502)

Total deferred tax assets
Deferred tax liabilities
Reserve for special depreciation, currently
deductible
Valuation difference of assets transferred atmergerValuation difference on available-for-salesecurities
Capital gains or losses on deferred adjusted
assetsTax effect on elimination of unrealizedintercompany profit

2,039

1,689

(0)

–

(551)

(551)

(233)

(248)

(8)

(8)

–

(28)

Total deferred tax liabilities

(794)

(837)

Deferred tax assets (liabilities), net

1,244

852

(Note) The change in valuation allowance is caused primarily by a decrease in valuation allowance for impairment loss.

- 98 -

2. Breakdown of major items that caused a significant difference between an effective statutory tax rate and a percentage of income
taxes after the application of tax effect accounting
Previous Consolidated Fiscal Year
Current Consolidated Fiscal Year
(March 31, 2021)(March 31, 2022)
Statutory tax rate
(Adjustment)
Change in valuation allowance
Items that are not permanently deductible, such asentertainment expenses
Items that are not permanently included in profits,
such as dividend income
Inhabitant tax on a per capita basis
Differences in tax rates of consolidated
subsidiaries
Amortization of goodwill
Other
Percentage of effective income tax rate after theapplication of tax effect accounting- 99 -

30.6%

30.6%

3.6%

(1.4%)

0.5%

0.6%(0.1%)(0.1%)

0.2%

0.1%

1.0%

0.6%

0.8%
(2.0%)

0.6%
2.6%

34.6%

33.6%

(Matters related to business combinations, etc.)
Business combination through acquisition
1. Outline of the business combination(1) Name and business of acquired company
Name of acquired company: ACA Clean Energy Co., Ltd.
Type of business:
Operations and consulting related to planning, design, construction, management,
etc. of electricity sale facilities, secondary-use facilities and systems throughrenewable energy businesses, etc.
(2) Main reasons for the business combination
The Company has been operating a mega-solar power generation business as a leading company in the renewableenergy generation industry, including the listing of the shares of Takara Leben Infrastructure Fund, Inc. on theinfrastructure fund market of the Tokyo Stock Exchange in 2016 as the first company to be listed. The Company
acquired shares of ACA Clean Energy Co., Ltd. headquartered in Chuo-ku, Tokyo, and made it a consolidated
subsidiary in an effort to increase renewable energy supply and establish a zero-carbon society. Since its foundation,
ACA Clean Energy Co., Ltd. has established an extensive history of developing small solar power generation
facilities across Japan. It has also been developing a business model independent from feed-in tariffs (FIT) with aview toward in-site and off-site PPA and regional micro-grid schemes in response to growing demand for renewableenergy in Japan. Takara Leben believes that consolidating ACA Clean Energy Co., Ltd. as a subsidiary willcontribute significantly to the future development of its energy business and further strengthen the power
generation business of the Group.
(3) Date of the business combination
April 13, 2021
(4) Legal form of the business combination
Share acquisition(5) Name of the combined entity
Leben Clean Energy Co., Ltd. (Trade name changed from ACA Clean Energy Co., Ltd. on June 22, 2021.)(6) Percentage share of voting rights acquired
100%(7) Main reason for the decision to acquire the company
Availability to the Company of the method of share acquisition in exchange for cash and deposits
2. Period for the operating results of acquired company that are included in the consolidated financial statements
From April 1, 2021 to March 31, 2022
3. Costs of the acquisition of acquired company and breakdown by type of consideration
Not disclosed due to an agreement between the parties
4. Goodwill arising from the business combination, reason for the goodwill, and method and period of amortization(1) Amount of goodwill¥930 million(2) Reason for the goodwill
Generated from future excess earning power expected from a forthcoming business development(3) Method and period of amortization
The straight-line method over a 10-year period
5. Amounts and breakdown of assets and liabilities acquired on the business combination dateCurrent assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities(Millions of yen)
5,713
4,651
10,364
2,025
7,269
9,295

- 100 -

(Asset retirement obligations)
While the Group recognizes its obligation to restore the land for leased office to its original state at the time of vacation based on
the real estate lease agreement as an asset retirement obligation, the significance of the total amount of this obligation is low and,thus, is omitted from the disclosure.
The duty of restoring the head office, etc. to its original state at the time of vacation based on the real estate lease agreement isposted as an expense for the consolidated accounting period by rationally estimating the amount of leasehold deposits related to
the real estate lease agreement deemed ultimately not recoverable in lieu of posting liabilities.
(Rental properties, etc.)
The Company and its certain consolidated subsidiaries own office buildings for lease (including land) and condominiums for leasein Tokyo and other areas. During the fiscal year ended March 31, 2021, net rent income from these rental properties amounted to¥210 million (rent income is recorded in net sales and major rent expenses are recorded in cost of sales). During the fiscal year
ended March 31, 2022, net rent income from these rental properties amounted to ¥355 million (rent income is recorded in net sales
and major rent expenses are recorded in cost of sales).
The carrying amount of these rental properties on the Consolidated Balance Sheet, changes during the year and market value areas follows.
Previous Consolidated Fiscal Year
(From April 1, 2020
to March 31, 2021)(Millions of yen)
Current Consolidated Fiscal Year
(From April 1, 2021
to March 31, 2022)

38,25039,709Consolidated balance sheet
Beginning balance
Changes during the year

1,459

(903)

Ending balance

39,70938,80539,09938,118Market value at end of year

(Notes) 1. The carrying amount on the Consolidated Balance Sheet represents the acquisition cost net of accumulated
depreciation and amortization and accumulated impairment loss.
2. Of the changes during the year, the major increases during the year ended March 31, 2021 include the acquisition ofreal estate (¥11,746 million) and a change of use to rental properties, etc. (¥5,251 million), and major decreases
include transfer to real estate held for sale and real estate held for sale in progress (¥15,375 million), depreciation(¥433 million) and impairment losses (¥856 million). The major increases during the year ended March 31, 2022
include the acquisition of real estate (¥15,485 million), and major decreases include transfer to real estate held forsale and real estate held for sale in progress (¥11,500 million), a change of use to uses other than rental properties,
etc. (¥4,283 million) and depreciation (¥436 million).
3. Market value at the end of the year is based on the appraisal value by a third party real estate appraiser.
4. Assets under construction are not included in the above table as it is not practicable to obtain their market value. The
carrying amounts of assets under construction on the consolidated balance sheet in the year ended March 31, 2021
and in the year ended March 31, 2022 were ¥983 million and ¥2,316 million, respectively.

- 101 -

(Revenue recognition)
1. Information from the breakdown of revenue from contracts with customers
The information from the breakdown of revenue from contracts with customers is provided in Notes (Segment
Information).
2. Information that becomes the foundation for understanding revenue from contracts with customers
Information that becomes the foundation for understanding revenue from contracts with customers is provided in (5)standards for recognition of significant revenues and expenses under 4. matters concerning accounting policies in“significant matters that become the basis for preparing consolidated financial statements.”
3. Information about the relationship between the fulfillment of performance obligations based on the contract with thecustomer and the cash flow generated from the contract, and the amount of revenue expected to be recognized from thecontract with the customer existing at the end of the current fiscal year after the next fiscal year and the timing of cashflows
(1) Balances of contract assets and contract liabilities, etc.

(Millions of yen)
Current Consolidated Fiscal Year

Receivables from contracts with customers (balance at beginning of period)

2,082

Receivables from contracts with customers (balance at end of period)

2,765

Contract liabilities (Balance at beginning of period)

5,632

Contract liabilities (balance at end of period)

7,323

The contract liabilities chiefly concern advances received from customers, who are general consumers delivering
properties pursuant to a real estate purchase agreement in the real estate sales business. Contract liabilities are reversed
as revenue is recognized. The amount of revenue recognized in the fiscal year under review included in the balanceof contract liabilities at the beginning of the fiscal year is ¥3,626 million.
(2) Transaction prices allocated to outstanding performance obligations
The Company and its consolidated subsidiaries apply practical expedients to notes to a transaction price allocated toremaining performance obligations, which does not include contracts whose terms are less than one year expected in
the beginning. These performance obligations concern the delivery of the property pursuant to a real estate purchaseagreement in the real estate sales business. The periods in which the total amount of transaction price allocated toremaining performance obligations and revenue are expected to be recognized are presented below.
(Millions of yen)
Current Consolidated Fiscal Year
Within 1 year

38,295More than 1 year and within 2 years

11,007More than 2 year and within 3 years

3,915

Total

53,218- 102 -

(Segment information)
Segment Information
1. Overview of reportable segments
The reportable segments of the Group are components of the Company for which separate financial information is available
that is evaluated regularly by the Board of Directors in deciding how to allocate resources and in assessing performance.
The Group’s core business is construction and sales of built-for-sale condominiums. The Group’s reportable segments consistof four business segments: the real estate sales business, the real estate rental business, the real estate management business andthe energy business.
Effective from the current fiscal year, the Company has changed the name of its reportable segment from “Electric Power
Generation Business” to “Energy Business.” This change is a change in the name of the segment and has no impact on thesegment information.
In addition, the subject in the segment information for the previous fiscal year is also presented with the new name.
The real estate sales business primarily engages in sales of new built-for-sale condominiums, profit-generating real estate,detached houses and condominium renovation.
The real estate rental business provides the office and residential condominiums rental service, and the real estate managementbusiness provides the condominium management service.
The energy business engages in electric power generation using renewable energy.
2. Calculation methods of net sales, profit or loss, assets, liabilities and other items by reportable segment
The accounting method of the reportable business segments is generally consistent with those used in Significant matters thatserve as the basis for the preparation of consolidated financial statements except the appraisal criteria for inventories.
Inventories are stated at the value after the write-down, reflecting the decline in profitability.
Reportable segment profit represents operating profit.
Inter-segment sales and transfers are valued at market prices.
3. Net sales, profit or loss, assets, liabilities and other items by reportable segment, and a breakdown of revenue
Previous consolidated fiscal year (From April 1, 2020 to March 31, 2021)(Millions of yen)
Reportable segments
Real estatesales
business
Net sales
Net sales to external customers
Inter-segment sales andtransfers
Total
Segment profit (loss)
Segment assets
Segment liabilities
Other items
Depreciation and amortization
Amortization of goodwill
Interest expense
Increase in property, plant andequipment and intangible assets

Real estate Real estate
rentalmanagementbusinessbusiness

Energybusiness

Total

Other
(Note)

Total

117,200

5,753

5,446

13,485

141,8856,512

148,397

3,056

53

224

34

3,368

893

4,262

120,256
9,542
86,333
71,374

5,807
580
43,96937,043

5,671
(150)
1,283
1,390

13,519944
34,50032,691

145,254
10,917
166,087
142,499

7,405
751
2,721
1,740

152,660
11,669168,808
144,240

129
–
615

442
78
341

6
–
–

921
–
173

1,500
78
1,130

153
–
0

1,654
78
1,131

194

12,7088

12,56525,47698

25,575(Note) “Other” represents business segments that are not included in any reportable segments and includes investment
management business, the construction contract business and the repair work business.

- 103 -

Current Consolidated Fiscal Year (From April 1, 2021 to March 31, 2022)(Millions of yen)
Reportable segments
Real estatesales
business
Net sales
Revenue from contracts withcustomers
Other revenue

Real estate Real estate
rentalmanagementbusinessbusiness

109,152–

5,856

Energybusiness

Total

34,248149,257

Other(Note)

Total

7,536

156,793

–

5,950

–

–

5,950

–

5,950

Net sales to external customers
Inter-segment sales andtransfers

109,152

5,950

5,856

34,248155,207

7,536

162,744

–

45

317

68

431

459

890

Total
Segment profit (loss)
Segment assets
Segment liabilities
Other items
Depreciation and amortization
Amortization of goodwill
Interest expense
Increase in property, plant andequipment and intangible assets

109,152
6,948
106,269
87,631

5,996
701
45,49935,787

6,173
(91)
1,437
1,585

34,316
4,157
28,441
26,400155,638
11,715
181,648
151,405

7,995
1,170
5,356
7,932

163,634
12,886
187,005
159,338

137
–
737

441
79
273

6
–
–

2,164
–
661

2,749
79
1,672

25
–
9

2,775
79
1,682

62

14,490–10,372

24,925291

25,217(Note) “Other” represents business segments that are not included in any reportable segments and includes investment
management business, the construction contract business and the repair work business.

- 104 -

4. Reconciliation of the total reportable segments and the amount on the consolidated financial statements (difference adjustments)(Millions of yen)
Net sales
Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
Total reportable segments
Net sales of “Other” category
Elimination of inter-segment transactions
Net sales on the consolidated financial statements

145,254
7,405(4,262)

155,638
7,995
(890)

148,397

162,744

Previous Consolidated Fiscal Year

(Millions of yen)
Current Consolidated Fiscal Year

Total reportable segments
Income of “Other” category
Elimination of inter-segment transactions
Amortization of goodwill

10,917
751
(724)
(155)

11,715
1,170
(758)
(250)

Operating profit on the consolidated financial statements

10,78911,877

ProfitAssetsPrevious Consolidated Fiscal Year

(Millions of yen)
Current Consolidated Fiscal Year

Total reportable segments
Assets of “Other” category
Elimination of amounts due to the parent administrative
division
Corporate assets (Note)

166,087
2,721

181,648
5,356(14,308)(20,339)

49,81556,807

Total assets in the consolidated financial statements

204,315

223,473(Note) Corporate assets are assets that are not attributable to any reportable segments. They consist primarily of cash anddeposits, assets attributable to the administrative division, and deferred tax assets.
Liabilities

Previous Consolidated Fiscal Year

(Millions of yen)
Current Consolidated Fiscal Year

Total reportable segments
Liabilities of “Other” category
Elimination of amounts due to the parent administrative
division
Corporate liabilities (Note)

142,499
1,740

151,405
7,932(12,167)(15,764)

17,60920,298

Total liabilities in the consolidated financial statements

149,683

163,871(Note) Corporate liabilities are liabilities that are not attributable to any reportable segments. They consist primarily ofborrowings.
Total reportablesegments
Other items

Depreciation andamortization

Other(Millions of yen)
Consolidated financial
statements

Adjustments

Previous
Current
Previous
Current
Previous
Current
Previous
Current
Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated
Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
1,500

2,749

153

25

149

63

1,803

2,838

78

79

–

–

155

250

234

329

Interest expense

1,130

1,672

0

9

95

73

1,226

1,755

Increase in property,
plant and equipment andintangible assets (Note)

25,47624,925

98

291

91

183

25,66625,400

Amortization of goodwill(Note) Adjustments for increase in property, plant and equipment and intangible assets represent goodwill incurred but notallocated to reportable segments, capital expenditure for the headquarters building and the elimination of inter-segment
transactions.

- 105 -

Related Information
Previous Consolidated Fiscal Year (From April 1, 2020 to March 31, 2021)
1. Information by product/service
This information is omitted because the same information is disclosed in the Segment Information section.
2. Information by region(1) Net sales
Sales to external customers in Japan are more than 90% of net sales in the consolidated statement of income, and information
by region is omitted.
(2) Property, plant and equipment
The amount of property, plant and equipment in Japan is more than 90% of the amount of property, plant and equipment in
the consolidated balance sheets, and information on property, plant and equipment is omitted.
3. Information by major customer
Not applicable.
Current Consolidated Fiscal Year (From April 1, 2021 to March 31, 2022)
1. Information by product/service
This information is omitted because the same information is disclosed in the Segment Information section.
2. Information by region(1) Net sales
Sales to external customers in Japan are more than 90% of net sales in the consolidated statement of income, and information
by region is omitted.
(2) Property, plant and equipment
The amount of property, plant and equipment in Japan is more than 90% of the amount of property, plant and equipment in
the consolidated balance sheets, and information on property, plant and equipment is omitted.
3. Information by major customer
Not applicable.

- 106 -

Impairment Loss on Non-current Assets by Reportable Segment
Previous Consolidated Fiscal Year (From April 1, 2020 to March 31, 2021)(Millions of yen)
Real estate
sales businessImpairment loss–

Real estate
rentalbusiness

Real estate
managementbusiness

856

Energybusiness–

Other (Note)30

Corporate /elimination

1,703

Total
–

2,589

(Note) The amount of “Other” is an amount related to the hotel business.
Current Consolidated Fiscal Year (From April 1, 2021 to March 31, 2022)(Millions of yen)
Real estate
sales businessImpairment loss

Real estate
rentalbusiness–

Real estate
managementbusiness–

Energybusiness–

Other (Note)–

Corporate /elimination

588

Total
–

588

(Note) The amount of “Other” is an amount related to the hotel business.
Amortization of Goodwill and Unamortized Balance by Reporting Segment
Previous Consolidated Fiscal Year (From April 1, 2020 to March 31, 2021)(Millions of yen)
Real estate
sales business

Real estate
rentalbusiness

Real estate
managementbusiness

Energybusiness

Corporate /elimination(Note)

Other

Total

Depreciation
during the current
period

–

78

–

–

–

155

234

Balance at end ofcurrent period

–

255

–

–

–

704

960

(Note) The amount of “Corporate / elimination” is the amortization of goodwill and unamortized balance of the entire company
which does not belong to the reportable segments.
Current Consolidated Fiscal Year (From April 1, 2021 to March 31, 2022)(Millions of yen)
Real estate
sales business

Real estate
rentalbusiness

Real estate
managementbusiness

Energybusiness

Corporate /elimination(Note)

Other

Total

Depreciation
during the current
period

–

79

–

–

–

250

329

Balance at end ofcurrent period

–

176

–

–

–

1,384

1,561

(Note) The amount of “Corporate / elimination” is the amortization of goodwill and unamortized balance of the entire company
which does not belong to the reportable segments.
Information on Gain on Negative Goodwill by Reportable Segment
Previous Consolidated Fiscal Year (From April 1, 2020 to March 31, 2021)
Not applicable.
Current Consolidated Fiscal Year (From April 1, 2021 to March 31, 2022)
In the Real Estate Sales Business, the Company acquired shares in Iwano K.K., making it a consolidated subsidiary. The
Company has recognized a gain on negative goodwill related to the acquisition and posted a gain on negative goodwill of ¥37
million.

- 107 -

Related Party Information
Transactions with related parties(1) Transactions between the company submitting consolidated financial statements and related parties
Executives and principal shareholders of the company submitting consolidated financial statements (limited to individuals),
etc.
Previous Consolidated Fiscal Year (From April 1, 2020 to March 31, 2021)
Not applicable.
Current Consolidated Fiscal Year (From April 1, 2021 to March 31, 2022)
Not applicable.
(2) Transactions between consolidated subsidiaries of the company submitting consolidated financial statements and related parties
Executives and principal shareholders of the company submitting consolidated financial statements (limited to individuals),
etc.
Previous Consolidated Fiscal Year (From April 1, 2020 to March 31, 2021)
Not applicable.
Current Consolidated Fiscal Year (From April 1, 2021 to March 31, 2022)
Not applicable.
(Per share information)
Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(From April 1, 2020
(From April 1, 2021
to March 31, 2021)
to March 31, 2022)
Net assets per share

498.78 yen

542.04 yen

Profit per share

43.22 yen

57.10 yen

Diluted profit per share

42.94 yen

56.69 yen

(Note) The basis for the calculation of profit per share and diluted profit per share is as follows.
Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(From April 1, 2020
(From April 1, 2021
to March 31, 2021)
to March 31, 2022)
Profit per share
Profit attributable to owners of parent (Millions of yen)

4,693

6,215

(Millions of yen)––

Profit attributable to owners of parent(Millions of yen)with respect to common shares

4,693

6,215

(Thousand shares)

108,592

108,854(Millions of yen)––

Increase in number of common shares (Thousand shares)

716

785

716

785

Amount not attributable to common
stockholders

Average number of shares during theyear
Diluted profit per share
Adjustments to profit attributable toowners of parent
Of those, share acquisition rights(thousand shares)

Overview of dilutive shares not included in the calculation ofdiluted profit per share due to its anti-dilutive effect–- 108 -–

(Significant subsequent events)(Conclusion of agreement for absorption-type company split and revision of the Articles of Incorporation due to shift to a holding
company system through company split)
At the Board of Directors’ meeting held on May 30, 2022, the Company passed a resolution to conclude an agreement for
absorption-type company split with Takara Leben West Japan Co., Ltd., a wholly owned subsidiary of the Company whose
trade name will change to Takara Leben Co., Ltd. on October 1, 2022 (hereinafter referred to as “the Succeeding Company”),
and signed an agreement for absorption-type company split with the Succeeding Company on the same day (hereinafter theabsorption-type company split under this agreement is referred to as the “Absorption-type Company Split”.)
Moreover, the Company plans to revise its Articles of Incorporation and rename itself MIRARTHHOLDINGS , Inc. on October
1, 2022, and change its purpose of business in line with the business after the shift to the holding company system (hereinafter
the revision of the Articles of Incorporation is referred to as the Revision of Articles of Incorporation).
1. Background and purpose of the shift to a holding company system and the absorption-type company split
Since its founding, the Company together with its affiliates have been consistently providing “ideal, affordable housing thatanyone can buy with confidence” under its corporate vision, “think happiness and make happiness.” In recent years, the businesshas expanded beyond the new condominium business, and the securitization business and energy business have been establishedas new core businesses. The Medium-Term Management Plan announced in May 2021 includes the establishment of national
brands as a long-term vision and aims to increase the corporate value of all Takara Leben group companies working as one
through the expansion of existing businesses, the maximization of synergy, active ESG activities, increased productivity basedon digital transformation (DX) and the creation of new services.
In this business environment, the Company considers it essential to build a system enabling speedier and more flexible
management decision-making, clearly assess segment profitability and business responsibility, effectively use management
resources, and further strengthen governance as a company listed on the Prime Market. As such, it is optimal for the Company
to shift to a pure holding company system.
The Company will transfer the group management business (including businesses related to tasks required for the operation of
the Company as a holding company listed on the stock market) and the rights and obligations associated with all of its
businesses, excluding energy and asset management, (hereinafter referred to as the “Succeeding Businesses”) to the Succeeding
Company by means of an absorption-type company split.
As part of the shift to the holding company system, the Company plans to implement a merger, in which the Succeeding
Company will be the surviving company and Takara Leben Tohoku Co., Ltd., a wholly-owned subsidiary of the Company, willbe the dissolving company, with an effective date of October 1, 2022.
The Company plans to rename itself from Takara Leben Co., Ltd. to MIRARTH HOLDINGS , Inc. through the revision of the
Articles of Incorporation on October 1, 2022. The Succeeding Company plans to rename itself from Takara Leben West Japan
Co., Ltd. to Takara Leben Co., Ltd..
2. Main points of the absorption-type company split(1) Schedule of the split
Board of Directors’ meeting to approve agreement for absorptiontype company split (the Company and Succeeding Company)
Conclusion of the absorption-type demerger agreement

May 30, 2022
May 30, 2022

Ordinary General Meeting of Shareholders to approve agreement
for absorption-type company split (the Succeeding Company)

May 30, 2022

Effective date of the absorption-type demerger

October 1, 2022 (plan)(2) Method of the split
It is an absorption-type company split, in which the Company will be the splitting company in the absorption-type company
split and the Succeeding Company, a wholly-owned subsidiary of the Company, will be the succeeding company in theabsorption-type company split.
(3) Details of allocation related to the absorption-type demerger
The Succeeding Company will issue 40 shares of common shares for the Absorption-type Company Split and allot all ofthese shares to the Company.

- 109 -

(4) Handling of share acquisition rights and bonds with share acquisition rights associated with the absorption-type demerger
There will be no change in the handling of stock acquisition rights issued by the Company, and the Company has not issued
any bonds with share acquisition rights. The Company does not issue bonds with share acquisition rights.
(5) Increase/decrease in share capital due to the absorption-type demerger
There will be no change in the share capital of the Company.
(6) Rights and obligations to be assumed by the Succeeding Company
The Succeeding Company will succeed the assets, liabilities, employment contracts and other rights and obligations
belonging to the Succeeding Businesses on the effective date unless otherwise provided for in the agreement for theAbsorption-type Company Split.
Obligations will be succeeded by means of the assumption of obligations not releasing the obligor.
(7) Prospect of fulfillment of debt obligations
Both the Company and the Succeeding Company are expected to maintain an amount of assets exceeding the amount ofliabilities after the Absorption-type Company Split and not likely to have difficulty in the performance of obligations after
the Absorption-type Company Split; therefore, the Company believes that there will be no problems in the performance ofthe duties of the Company and the Succeeding Company after the Absorption-type Company Split.
(8) Outline of accounting principles
The transactions will be processed as transactions under common control in accordance with the Accounting Standard forBusiness Combinations (ASBJ Statement No. 21, January 16, 2019) and the Implementation Guidance on AccountingStandard for Business Combinations and Accounting Standard for Business Divestitures (ASBJ Guidance No. 10, January
16, 2019).

- 110 -

5) Consolidated Supplemental Schedules
Schedule of Bonds
Balance atBalance at end
Interest rate
beginning of periodof period
Collateral(%)(millions of yen) (millions of yen)Company nameStock

Date of issuance

Maturity date

Takara Leben Co., Ltd.

1st unsecured bonds

January 24, 2020

2,000

2,000
(2,000)

1.30

None

March 24, 2023

Takara Leben Co., Ltd.

2nd unsecured bonds

January 24, 2020

2,600

2,600

1.50

None

March 24, 2025

108
(108)

0.70

None

December 23, 2022

Takara Leben Tohoku
Co., Ltd.

1st unsecured bonds

December 5, 2019

204
(96)

Takara Leben Tohoku
Co., Ltd.

2nd unsecured bonds

June 30, 2020

250

250

0.30

None

June 30, 2027

Takara Leben Tohoku
Co., Ltd.

3rd unsecured bonds

September 30, 2020

100

100

0.02

None

September 30, 2025

Takara Leben Tohoku
Co., Ltd.

4th unsecured bonds

March 25, 2021

300

300

0.30

None

March 25, 2026

Takara Leben Tohoku
Co., Ltd.

5th unsecured bonds

September 24, 2021

-

50

0.37

None

September 25, 2024

Takara Leben WestJapan Co., Ltd.

11th unsecured bonds

June 30, 2020

100

100

0.37

None

June 30, 2025

Takara Leben WestJapan Co., Ltd.

12th unsecured bonds

September 15, 2020

100

100

0.45

None

September 15, 2023

Takara Leben WestJapan Co., Ltd.

13th unsecured bonds

September 18, 2020

100

100

0.60

None

September 18, 2025

Takara Leben WestJapan Co., Ltd.

14th unsecured bonds

September 30, 2020

100

100

0.40

None

September 30, 2025

Takara Leben WestJapan Co., Ltd.

15th unsecured bonds

January 20, 2021

100

100

0.39

None

January 20, 2026

Takara Leben WestJapan Co., Ltd.

16th unsecured bonds

February 5, 2021

100
(20)

80
(20)

0.19

None

February 5, 2026

Takara Leben WestJapan Co., Ltd.

17th unsecured bonds

February 19, 2021

50

50

0.36

None

February 19, 2026

Takara Leben WestJapan Co., Ltd.

18th unsecured bonds

December 15, 2021

–

100
(20)

0.05

None

December 15, 2026

Takara Leben WestJapan Co., Ltd.

19th unsecured bonds

January 20, 2022

–

100
(20)

0.27

None

January 20, 2027

–

–

6,104
(116)

6,238
(2,168)

–

–

–

Total

(Notes) 1. The numbers in parentheses represent the amounts to be redeemed within one year.
2. The amounts to be redeemed within five years from the consolidated closing date are presented below.
More than one year,
More than two years, More than three years, More than four years,
Within a year
within two years
within three years
within four years
within five years(millions of yen)(millions of yen)(millions of yen)(millions of yen)(millions of yen)
2,168

160

2,710

- 111 -

910

40

Borrowings Schedule
Balance at
beginning of period(millions of yen)

Balance at
end of period(millions of yen)

Short-term loans payable

9,208

14,189

1.16–

Current portion of long-term loans payable

17,52425,298

0.88

–

3

35

–

–

Category

Current portion of lease obligations

Average interest
rate (%)

Maturity

Long-term loans payable (excluding current
portion of long-term borrowings)

72,21481,9230.92

April 2022 toMarch 2055

Nonrecourse long-term loans payable(excluding those to be repaid within one year)

13,507

–

–

–

8

285

–

April 2022 toApril 2026

112,466

121,731

Lease obligations (excluding the current
portion of lease obligations)
Total

–

–

(Notes) 1. The average interest rate is the weighted average interest rate for the loan balance at the end of the period.
2. The average interest rate for lease obligations is not stated because lease obligations before the deduction of interest
included in total lease payments is posted in the consolidated balance sheets.
3. Long-term loans payable and lease obligations (excluding the current portion of them) scheduled to be repaid within five
years of the end of the fiscal year are as shown below.
More than one year,
More than two years, More than three years, More than four years,
within two years
within three years
within four years
within five years(millions of yen)(millions of yen)(millions of yen)(millions of yen)
Long-term loans payable
Lease obligations

28,89525,517

11,194

6,858

35

35

34

32

Schedule of Asset Retirement Obligations
The amount of asset retirement obligations at both the beginning and end of fiscal year ended March 31, 2022 are less than 1%of the combined total of liabilities and net assets at the beginning and end of fiscal year ended March 31, 2022, and so havebeen omitted in accordance with Article 92-2 of the Regulations for Consolidated Financial Statements.
(2) Other
Quarterly information in the fiscal year under review(Year to date)

Q1

Q2

Q3

Net sales (Millions of yen)
Profit (loss) before income taxes (Millions of yen)
Profit (loss) attributable to owners of parent (Millions of yen)
Profit (loss) per share (yen)18,337(1,271)(1,080)(9.94)

50,098(89)(226)(2.09)

100,042
4,532
3,109
28.58

Current
Consolidated
Fiscal Year
162,744
9,450
6,215
57.10

(Accounting period)
Profit (loss) per share (yen)Q1(9.94)

Q2

Q3
30.63

Q4
28.49

7.85

(Note) A provisional accounting treatment of the business combination was finalized in the fourth quarter. The numbers for the relevant
fourth-quarter information from the first to the third quarters are those to for which the initial allocation amounts for theacquisition cost was significantly revised due to provisional accounting.

- 112 -

2. Financial Statements, Etc.
(1) Financial Statements
1) Balance Sheet(Millions of yen)Previous Fiscal Year
(March 31, 2021)
AssetsCurrent assets
Cash and deposits
Accounts receivable - trade
Accounts receivable - other
Real estate for sale
Real estate for sale in process
Advance payments to suppliers
Prepaid expenses
Short-term loans receivable from subsidiaries andassociates
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
Tools, furniture and fixtures
Land
Lease assets
Construction in progress
Total property, plant and equipment
Intangible assets
Leasehold interests in land
Software
Goodwill
Other
Total intangible assets
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Investments in other securities of subsidiaries
and associates
Investments in capital
Membership
Leasehold and guarantee deposits
Long-term loans receivable from subsidiaries
and associates
Deferred tax assets
Other
Total investments and other assets
Total non-current assets
Deferred assets
Bond issuance costs
Total deferred assets
Total assets*1*1, *3*3*1, *2*1

Current Fiscal Year
(March 31, 2022)

24,287
777
3,332
17,941
29,9693,224
1,195*1, *3*3*1, *2*1, *2

*2

5,402
*3

*1, *2*1, *2*1, *2*1*1, *2*1, *2*1, *2
*1

7,370

2,321
(140)
88,312

*3

3,053
(275)
86,780

8,166
690
5,058
163
25,249–916
40,244*1, *2

6,200
158
4,626
149
27,974276
2,127
41,513

397
100
255
14
768

*1, *2*1, *2*1, *2*1, *2*1, *2*1, *2*1, *2

491
91
176
41
801

4,504
5,056

4,613
8,082

1,771

594

238
44
784

488
44
1,212

760

3,973

800
1,481
15,44256,45528
28
144,796- 113 -

14,104775
2,139
16,18536,227
5,954
1,245

*2

515
2,050
21,57563,8901717150,689

(Millions of yen)Previous Fiscal Year
(March 31, 2021)
Liabilities
Current liabilities
Notes payable - trade
Accounts payable - trade
Short-term loans payable
Current portion of bonds payable
Current portion of long-term loans payable
Lease obligations
Accounts payable - otherAccrued expenses
Income taxes payable
Advances received
Deposits received
Unearned revenue
Provision for bonuses
Provision for warranties for completed construction
Other
Total current liabilities
Non-current liabilities
Long-term loans payable
Bonds payable
Tenant leasehold and guarantee deposits
Lease obligations
Provision for retirement benefits
Asset retirement obligations
Total non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Capital stock
Capital surplus
Legal capital surplus
Total capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for special depreciation
General reserve
Retained earnings brought forward
Total retained earnings
Treasury shares
Total shareholders’ equity
Valuation and translation adjustments
Valuation difference on available-for-sale securities
Total valuation and translation adjustments
Share acquisition rights
Total net assets
Total liabilities and net assets

*3
*1

*1

*3

*3

*1

- 114 -

Current Fiscal Year
(March 31, 2022)

9,338
1,491
4,972
–
12,177
–
1,053
75
1,527
4,746
1,736
27
300
323
0
37,77253,517
4,600
624
–
454
24
59,22096,993

*3
*1

*1

*3

*3

*1, *3

7,286
2,370
6,335
2,000
19,015
31
714
66
1,196
4,597
605
18
336
312
215
45,10150,254
2,600
495
273
491
24
54,13999,241

4,819

4,819

4,817
4,817

4,817
4,817

92

92

0
14,681
27,31642,090(4,604)
47,122–
14,68130,82845,602(4,456)50,781481
481
199
47,803
144,796

468
468
197
51,447
150,689

2) Statement of Income(Millions of yen)Previous Fiscal Year
(From April 1, 2020
to March 31, 2021)
Net sales
Real estate sales
Real estate lease revenue
Revenue from power generation
Other revenue
Total net sales
Cost of sales
Cost of sales - real estate
Cost of real estate lease revenue
Cost of power generation business
Other costs
Total cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Commission fee
Miscellaneous income
Total non-operating income
Non-operating expenses
Interest expense
Miscellaneous loss
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on sales of investment securities
Total extraordinary income
Extraordinary losses
Impairment loss
Loss on sale of non-current assets
Loss on investments in other securities of subsidiaries
and associates
Total extraordinary losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
Profit

*1
*1

*1

*1
*1
*1
*1

*1, *2*1*1*1- 115 -

Current Fiscal Year
(From April 1, 2021
to March 31, 2022)

90,467
1,425
4,652
403
96,949*1

70,002
1,334
4,617
228
76,183
20,765
12,966
7,799

*1

39
1,636
77
109
1,863

*1

*1

*1

*1
*1
*1

*1, *2*1*176,335
1,404
10,728480
88,94960,760
1,193
10,28270
72,307
16,641
12,309
4,332
69
3,989
72
163
4,294

700
279
980
8,682

707
181
888
7,738

–
–

53
53

2,589
171

588
–

990

–

3,751
4,930
2,080
(407)
1,672
3,257

588
7,203
1,858
291
2,150
5,052

Cost of Sales Statement
1. Cost of sales - real estate

Category
Cost of land purchased, etc.
Cost of outsourced construction
Other

Note
numberPrevious Fiscal Year
(From April 1, 2020 to March 31, 2021)

Current Fiscal Year
(From April 1, 2021 to March 31, 2022)

Amount (Millions of yen)Amount (Millions of yen)

2, 3

Cost of sales - real estate

Share (%)

Share (%)

27,881
41,217
903

39.8
58.9
1.3

25,80033,997
961

42.5
55.9
1.6

70,002100.0

60,760100.0(Notes) 1. Cost accounting uses job order costing.
2. The cost of land purchased in the previous fiscal year includes a loss on valuation of inventories of ¥(114) million.
3. The cost of land purchased in the fiscal year under review includes a loss on valuation of inventories of ¥120 million.
2. Cost of real estate lease revenue

CategoryNotenumberPrevious Fiscal Year
(From April 1, 2020 to March 31, 2021)

Current Fiscal Year
(From April 1, 2021 to March 31, 2022)

Amount (Millions of yen)Amount (Millions of yen)

Share (%)

Share (%)

Taxes and dues
Depreciation and amortization
Maintenance expense

256
303
775

19.2
22.7
58.1

239
310
642

20.1
26.0
53.9

Cost of real estate lease revenue

1,334

100.0

1,193

100.0

3. Cost of power generation business

Category
Cost of sale of power generation
facilities
Taxes and dues
Depreciation and amortization
Maintenance expense
Rent expenses
Other
Cost of power generation
businessNote
numberPrevious Fiscal Year
(From April 1, 2020 to March 31, 2021)

Current Fiscal Year
(From April 1, 2021 to March 31, 2022)

Amount (Millions of yen)Amount (Millions of yen)

Share (%)

Share (%)

331

7.2

5,448

53.0

7
389
71
3,780
36

0.2
8.4
1.6
81.9
0.7

53
779
110
3,761
128

0.5
7.5
1.1
36.6
1.3

4,617

100.0

10,282100.0- 116 -

3) Consolidated statement of changes in shareholders’ equity
Previous Fiscal Year (From April 1, 2020 to March 31, 2021)(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Capital
stock

Legal
capitalsurplus

Othercapitalsurplus

Total capitalsurplusLegalretainedearnings

4,819

4,817

–

4,817

92

Reserve for
specialdepreciation

Generalreserve

Retainedearnings
brought
forwardTotal
retainedearnings

5

14,681

25,91340,692

5–

Dividends of surplus(1,843)(1,843)

Profit

3,257

3,257

(16)

(16)

Balance at beginning ofcurrent period
Changes of items during
periodReversal of reserve for
special depreciation(5)

Disposal of treasury shares

(16)

(16)

Transfer to capital surplus
from retained earnings

16

16

Net changes of items otherthan shareholders’ equity
Total changes of items during
periodBalance at end of current
period

–

–

–

–

–

(5)

–

1,402

1,397

4,819

4,817

–

4,817

92

0

14,681

27,31642,090Shareholders’ equity

Balance at beginning ofcurrent period

Valuation and translation adjustments

Treasury shares

Total shareholders’equityValuationdifference on
available-for-salesecurities

Total valuation andtranslation
adjustments

Share acquisitionrightsTotal net assets(4,695)45,634

(31)

(31)

241

45,844

Changes of items during
periodReversal of reserve for
special depreciation––

Dividends of surplus(1,843)(1,843)

Profit

3,257

3,257

73

73

–

–

Disposal of treasury shares

90

Transfer to capital surplus
from retained earnings
Net changes of items otherthan shareholders’ equity
Total changes of items during
periodBalance at end of current
period

512

512

(41)

471

90

1,487

512

512

(41)

1,958

(4,604)

47,122

481

481

199

47,803- 117 -

Current Fiscal Year (From April 1, 2021 to March 31, 2022)(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Capital
stock

Legal
capitalsurplus

Othercapitalsurplus

Total capitalsurplusLegalretainedearnings

4,819

4,817

–

4,817

92

Reserve for
specialdepreciation

Generalreserve

Retainedearnings
brought
forwardTotal
retainedearnings

0

14,681

27,31642,0900–

Dividends of surplus(1,521)(1,521)

Profit

5,052

5,052

(19)

(19)

Balance at beginning ofcurrent period
Changes of items during
periodReversal of reserve for
special depreciation(0)

Disposal of treasury shares

(19)

(19)

Transfer to capital surplus
from retained earnings

19

19

Net changes of items otherthan shareholders’ equity
Total changes of items during
periodBalance at end of current
period

–

–

–

–

–

(0)

–

3,511

3,511

4,819

4,817

–

4,817

92

–

14,68130,82845,602

Shareholders’ equity

Balance at beginning ofcurrent period

Valuation and translation adjustments

Treasury shares

Total shareholders’equityValuationdifference on
available-for-salesecurities

Total valuation andtranslation
adjustments

Share acquisitionrightsTotal net assets(4,604)

47,122

481

481

199

47,803

Changes of items during
periodReversal of reserve for
special depreciation––

Dividends of surplus(1,521)(1,521)

Profit

5,052

5,052

128

128

–

–

Disposal of treasury shares

147

Transfer to capital surplus
from retained earnings
Net changes of items otherthan shareholders’ equity
Total changes of items during
periodBalance at end of current
period

(12)

(12)

(2)

(15)

147

3,659

(12)

(12)

(2)

3,644

(4,456)50,781

468

468

197

51,447- 118 -

Notes(Significant accounting policies)
1. Standards and evaluation methods for securities(1) Bonds held for maturity
The amortized cost method (straight-line method) applies.
(2) Shares in subsidiaries and associates and investments in other securities of subsidiaries and associates
Stated at cost determined by the moving average method.
(3) Other securities
Securities other than shares, etc. without market prices
Stated at fair value (Unrealized gains and losses are reported as a separate component of net assets, and cost of sales iscomputed by the moving-average method.)
Shares, etc. without market prices
Stated at cost determined by the moving average method.
2. Appraisal standards and appraisal methods for inventories
The specific identification inventory cost method is applied (the balance sheet value is written down to reflect decreases in
profitability).
3. Depreciation methods for non-current assets(1) Property, plant and equipment (excluding leased assets)
Declining-balance method is used. Buildings (excluding facilities attached to buildings) acquired on or after April 1, 1998,
and facilities attached to buildings and structures acquired on or after April 1, 2016, use the straight-line method.
The principal useful lives of property, plant and equipment are as follows:
Buildings
3 to 50 years
Machinery and equipment
7 to 17 years(2) Intangible assets (excluding leased assets)
For software for internal use, the straight-line method over an estimated useful life of five years is used.
(3) Leased assets
Leased assets related to finance lease transactions involving the transfer of ownership
Leased assets related to finance lease transactions involving the transfer of ownership are depreciated using the same
method applied for non-current assets owned by the Company.
Lease assets relating to finance leases wherein ownership of the leased asset does not transfer to the lessee.
These assets are depreciated over respective lease periods by the straight-line method without residual value.
4. Standards on recognition of provisions(1) Allowance for doubtful accounts
In case of possible losses caused by bad loans, the Company posts estimated uncollectible amounts in consideration of loan
loss ratios for general claims and the collectability of specified claims, including possible bad debts.
(2) Provision for bonuses
The portion of the estimated amount of bonuses to be paid to employees related to the fiscal year under review is posted.
(3) Provision for warranties for completed construction
A provision for warranties for completed construction is posted based on repair costs, etc. for buildings constructed by theCompany in the past to provide for losses due to defects and expenses for warranties after the delivery of buildings etc.
constructed by the Company.
(4) Provision for retirement benefits
To prepare for retirement benefits paid to employees, the retirement benefit obligation at the end of the fiscal year under review
is posted.
The method of attributing the estimated amount of retirement benefits to the period until the end of the fiscal year under review
in the calculation of retirement benefit obligations is based on the benefit formula.
Prior service costs are recorded as expenses over a certain number of years within the average remaining years of service ofthe corresponding employees at the time of occurrence (6 years) using the straight-line method.
Actuarial differences are posted in expenses from the fiscal year following their accruals based on proportional division
through the straight-line method for a fixed number of years (6 years) within the average remaining years of service of
employees at the time of accruals in each fiscal year.

- 119 -

5. Standards for recognition of revenues and expenses
The primary performance obligations in the Company’s principal businesses and the normal timing for recognizing revenue aredescribed below.
(1) Real estate sales businessa) New built-for-sale condominiums businessIn the new built-for-sale condominiums business, the Company sells condominium units to general consumers. The Company
is obliged to deliver condominium units to consumers under real estate sale agreements. The Company meets the obligation
when a unit is delivered and records revenue at the time of delivery.
The transaction price is specified in the real estate sale agreement. In the real estate sale agreement, in most cases, the delivery
date and the date of receipt of payment of the full sales price are the same. The Company receives payment of the sales priceat the same time as the delivery of a condominium.
b) Liquidation businessIn the liquidation business, the Company acquires rental residential properties and office buildings, among other properties,
and leases properties or sells properties to operating companies, etc. after renovating them and raising their asset value.
The performance obligations, the timing of meeting the obligations, the transaction price decision method, and the timing ofrevenue recognition, etc. in the liquidation business are the same as those in the new built-for-sale condominiums business.
(2) Energy businessIn the energy business, the Company derives revenues from selling power generation facilities that are already operating andby selling electricity generated by other electric power generation facilities.
The performance obligations, the timing of meeting the obligations, the transaction price decision method, and the timing ofrevenue recognition, etc. in the sale of power generation facilities that are already in operation are the same as those in the
new built-for-sale condominiums business. In the sale of electricity generated by other electric power generation facilities, theCompany records revenue when it delivers electricity mainly to customers under a power purchase agreement.
6. Other significant matters that serve as the basis for the preparation of financial statements
Accounting for consumption tax
Non-deductible consumption taxes on assets are expensed in the fiscal year in which they are charged.
(Significant accounting estimates)- Impairment loss on non-current assets(1) Amount posted as impairment losses in the financial statements for the fiscal year under review(Millions of yen)Previous Fiscal Year
Current Fiscal Year
Buildings
Land
Total

1,185

432

1,404

156

2,589

588

(2) Information about important accounting estimates related to items identified
At the Company, each individual property is the smallest unit where the use of assets generates cash and is classified as an
asset group.
As described in *5. Impairment losses in 1. Consolidated financial statements, Notes (consolidated statement of income),
impairment losses of ¥588 million were posted in asset groups in the fiscal year under review. The recoverable value wasdetermined based mainly on appraisal values provided by real estate appraisers. The appraisal values were calculated basedon business plans for the asset groups, in comprehensive consideration of the surrounding environment and other factors.
If the assumptions used in the estimates need to be changed chiefly due to uncertain changes in economic conditions suchas changes in market conditions related to the COVID-19 pandemic, additional impairment losses (extraordinary losses)
may be incurred in the financial statements for the next fiscal year.

- 120 -

(Changes in accounting policy)(Application of the Accounting Standard for Revenue Recognition, etc.)
The Company has applied the Accounting Standard for Revenue Recognition (ASBJ Statement No. 29, March 31, 2020,
hereinafter the “Revenue Recognition Accounting Standard”), from the beginning of the fiscal year under review. It
recognizes revenues for goods or services based on the amount estimated to be received in exchange for such goods orservices at the point when control of the promised goods or services is conveyed to the customer.
Therefore, in goods and services to customers, which were previously recorded as selling, general and administrative
expenses, the method of reducing the amount from the transaction price has been adopted.
The Company has followed the transitional treatment prescribed in the proviso of Paragraph 84 of the Accounting Standard
for Revenue Recognition for the application of the Standard. The cumulative effect of applying the new accounting principles
retrospectively prior to the beginning of the fiscal year under review is added to or subtracted from the retained earnings
brought forward at the beginning of the fiscal year under review and the new accounting principles have been applied fromthe balance at the beginning of the fiscal year under review. This does not affect the beginning balance.
As a result, the impact on the financial statements of the current fiscal year is minimal.
According to the transitional measures prescribed in paragraph 89-3 of the Revenue Recognition Accounting Standard, there
are no notes on revenue recognition pertaining to the results of the previous fiscal year.
(Application of the Accounting Standard for Fair Value Measurement)
The Company has applied the Accounting Standard for Fair Value Measurement (ASBJ Statement No. 30, July 4, 2019,
hereinafter the “Fair Value Measurement Accounting Standard”), from the beginning of the current fiscal year. The company
has prospectively decided to apply new accounting policies based on the Fair Value Measurement Accounting Standard, in
accordance with the transitional measurement in Article 19 of the Fair Value Measurement Accounting Standard and Article
44-2 of the Accounting Standard for Financial Instruments, (ASBJ Statement No. 10, July 4, 2019). The impact of applicationof the Fair Value Measurement Accounting Standard, on financial statements for the current year is immaterial.
(Balance sheets)*1. Assets pledged as collateral and corresponding liabilities are as shown below.
(1) Collateral assets
Previous Fiscal Year
(March 31, 2021)(Millions of yen)
Current Fiscal Year
(March 31, 2022)

Cash and deposits
Accounts receivable - trade
Real estate for sale
Real estate for sale in process
Buildings
Structures
Machinery and equipment
Tools, furniture and fixtures
Land
Construction in progress
Leasehold interests in land
Software

40
514
8,968
28,028
3,799
588
2,237
44
16,490
864
377
1

–
495
7,364
30,550
3,998
26
2,874
11
20,982
2,071
232
0

Total

61,95568,606(2) Liabilities corresponding to the above(Millions of yen)
Current Fiscal Year
(March 31, 2022)

Previous Fiscal Year
(March 31, 2021)
Short-term loans payable
Current portion of long-term loans payable
Long-term loans payable
Total

3,826
11,14340,2304,858
17,67540,30955,19962,842*2. Changes in purposes of holding assets
Previous fiscal year (March 31, 2021)
The Company changed the purposes of holding certain real estate from development and rental to resale, and buildings of- 121 -

¥3,985 million, structures of ¥20 million, land of ¥6,850 million and construction in progress of ¥2,984 million weretransferred to real estate for sale in the fiscal year under review. A portion of these assets was sold in the fiscal year underreview. A sum of ¥10,763 million in ¥13,840 million transferred to real estate for sale was posted in cost of sales.
The purposes of certain mega solar power generation facilities were changed to resale, and machinery and equipment of¥320 million and leasehold interests in land of ¥19 million were transferred to power generation facilities for sale in thefiscal year under review. Those assets were sold in the fiscal year under review.
Current fiscal year (March 31, 2022)
The Company changed the purposes of holding certain real estate from resale to rental, and real estate for sale in process of¥95 million and real estate were transferred to land in the fiscal year under review.
The Company changed the purposes of holding certain real estate from development and rental to resale, and buildings of¥3,021 million, structures of ¥21 million, tools, furniture, and fixtures of ¥31 million, land of ¥4,067 million, constructionin progress of ¥1,112 million and software of ¥0 million were transferred to real estate for sale and real estate for sale inprocess in the fiscal year under review. A portion of those assets was sold in the fiscal year under review. A sum of ¥7,892
million transferred to real estate for sale was posted in cost of sales.
In addition, prepaid expenses of ¥69 million, structures of ¥534 million, machinery and equipment of ¥3,705 million, landof ¥164 million, leasehold interests in land of ¥165 million and long-term prepaid expenses of ¥932 million (Other ininvestments and other assets) were transferred to power generation facilities for sale in the fiscal year due to the change ofthe purpose of holding certain mega solar power generation facilities to resale. Those assets were sold in the fiscal year
under review.
*3. Monetary claims and monetary liabilities in relation to subsidiaries and associates (excluding those presented on balance sheet)(Millions of yen)
Current Fiscal Year
(March 31, 2022)

Previous Fiscal Year
(March 31, 2021)
3,332
173
–

Short-term monetary claims
Short-term monetary payables
Long-term monetary obligations

3,376
385
192

4. Contingent liabilities (guarantees)
Guarantees for borrowings from financial institutions
Previous Fiscal Year
(March 31, 2021)
Joint and several guarantees to financial
institutions, etc. until the completion ofregistration of mortgages related to housing
loans of the Company’s customers
Leben Zestock Co., Ltd.
Leben Clean Energy Co., Ltd.
Nikko Takara Corporation Co., Ltd.
Takara Leben Tohoku Co., Ltd.
Minato Vietnam Co., Ltd.
WISE ESTATE 3 Co., Ltd.
Total

(Millions of yen)
Current Fiscal Year
(March 31, 2022)
9,056

6,585

3,626
–
1,552
550
810
–

5,233
1,972
592
536
917
564

15,596

16,401

5. The Company maintains overdraft and credit line agreements with 45 financial institutions (March 31, 2021: 44) in order toensure the efficient funding of operating capital. The unused balance of borrowings under these agreements at the fiscal yearend is as follows.

(Millions of yen)
Current Fiscal Year
(March 31, 2022)

Previous Fiscal Year
(March 31, 2021)
Total maximum amount of overdraft and credit
lines
Outstanding borrowing balance
Difference- 122 -

52,05750,28127,00425,99725,05324,284

(Statements of income)*1. Volume of transactions with subsidiaries and associates(Millions of yen)
Current Fiscal Year
(From April 1, 2021
to March 31, 2022)

Previous Fiscal Year
(From April 1, 2020
to March 31, 2021)
Business transactions
Net sales
Purchases
Volume of trade arising from other than business
transactions

2,580
921

238
568

1,518

3,901

*2. Selling expenses account for approximately 51% for the year ended March 31, 2021 and 45% for the year ended March 31,
2022, and general and administrative expenses account for approximately 49% and 55%, respectively.
Major components of Selling, general and administrative expenses and their amounts are as follows.
(Millions of yen)Previous Fiscal Year
Current Fiscal Year
(From April 1, 2020
(From April 1, 2021
to March 31, 2021)
to March 31, 2022)
Advertising expenses
3,261
3,326
Sales commission
1,463
630
Sales promotion expenses
1,876
1,629
Salaries and allowances
1,699
1,717
Provision for allowance for bonuses
411
462
Retirement benefit costs
73
70
Depreciation and amortization
121
132
Provision for allowance for doubtful accounts
140
135(Securities)
Shares of subsidiaries and associates
Previous Fiscal Year (March 31, 2021)
Balance sheet amount
Category(millions of yen)
Shares in associates
Total

Fair value(millions of yen)

Difference(millions of yen)

646

570

(76)

646

570

(76)

(Note) The fair values of the shares of subsidiaries and affiliates as stated on the balance sheet are not described because they are
extremely difficult to determine.
Category

Previous Fiscal Year (Millions of yen)
2,494
1,916

Shares in subsidiaries
Shares in associates
Investments in other securities ofsubsidiaries and associates

1,771

The shares of subsidiaries are not stated as part of the Shares of subsidiaries and affiliates because they do not have a market
price and fair value is extremely difficult to determine.
Current fiscal year (March 31, 2022)
Balance sheet amount of shares, etc. without market prices
Category

Current Fiscal Year (Millions of yen)

Shares in subsidiaries
Shares in associates
Investments in other securities ofsubsidiaries and associates

4,972
3,110
594

- 123 -(Tax effect accounting)
1. Breakdown of key factors contributing to deferred tax assets and deferred tax liabilities
Previous Fiscal Year
(March 31, 2021)
Deferred tax assets
Non-deductible provision for bonuses
Non-deductible allowance for doubtful accounts
Loss on valuation of real estate for sale, currently not
deductible
Loss on valuation of membership, currently not
deductible
Non-deductible provision for retirement benefits
Non-deductible depreciation expenses
Impairment losses, currently not deductible
Deferred consumption tax and other dues
Accrued enterprise taxes, etc.
Compulsory devaluation of investment securities,
currently not deductible
Asset retirement obligations, currently not deductible
Deferred tax assets
Recognition of advances received, currently not
deductible
Non-deductible provision for warranties for completed
construction
Share acquisition rights
Loss on construction work guarantee, currently not
deductible
Posting of lease property management currently not
deductible
Valuation difference on available-for-sale securities
Other(Millions of yen)
Current Fiscal Year
(March 31, 2022)
92
42

102
84

372

335

32

32

139
528
851
86
128

150
477
724
89
116

3

3

27
264

33
210

223

–

33

29

61

60

66

66

–

20

0
–

0
27

Subtotal of deferred tax assets
Valuation reserve

2,954(1,392)

2,565(1,295)

Total deferred tax assets
Deferred tax liabilities
Reserve for special depreciation, currently deductible
Valuation difference of assets transferred at merger
Valuation difference on available-for-sale securities

1,562

1,270

(0)
(551)
(210)

–
(551)
(203)

Total deferred tax liabilities

(761)

(755)

Deferred tax assets (liabilities), net

800

515

2. Breakdown of major items that caused a significant difference between a effective statutory tax rate and a percentage of income
taxes after the application of tax effect accounting
Previous Fiscal Year
(March 31, 2021)
Statutory tax rate
(Adjustment)
Change in valuation allowance
Items that are not permanently deductible, such asentertainment expenses
Items that are not permanently included in profits, such as
dividend income
Inhabitant tax on a per capita basis
Other
Percentage of effective income tax rate after the applicationof tax effect accounting- 124 -

Current Fiscal Year
(March 31, 2022)

30.6%

30.6%

5.7%

(1.3%)

0.4%

0.4%(1.0%)(0.7%)

0.2%(2.0%)

0.1%
0.8%

33.9%

29.9%

(Revenue recognition)
Information that becomes the basis of understanding revenue from contracts with customers is included also in “5. Standards
for recognition of revenues and expenses in Notes (Significant accounting policies).” Therefore, descriptions of Notes areomitted.
(Significant subsequent events)
At a meeting of the Board of Directors held on March 14, 2022, the Company decided that it will change its structure to aholding company structure on October 3, 2022 (planned) and resolved to begin preparing for the change. At a meeting of theBoard of Directors held on May 30, 2022, the Company resolved to enter into an absorption-type company split agreement
related to the change to a holding company structure with a wholly owned subsidiary, Takara Leben West Japan Co., Ltd.
(hereinafter “the Succeeding Company,” the name of the business will change to Takara Leben Co., Ltd. on October 1, 2022).
On the same day, the Company entered into an absorption-type company split agreement with the Succeeding Company.
Details are omitted since information is included in “Notes (Significant subsequent events) to Consolidated Financial
Statements.”- 125 -

4) Supplementary schedules
Itemized account of property, plant and equipment, etc.

Category

Asset type

Balance at
Net increase
beginning ofin current
current
periodperiodDecreaseduring thecurrent
periodDepreciation
during thecurrent
periodBalance at
end ofcurrent
period(Millions of yen)
Cost ofacquisition at
Accumulated
the end ofdepreciation
the fiscal
year

Buildings

8,166

2,047

3,694
(432)

319

6,200

992

7,192

Structures

690

60

556

36

158

29

188

5,058

3,920

3,705

646

4,626

439

5,066

163

87

32

69

149

223

372

25,249

7,114

4,388
(156)

–

27,974–27,974

Lease assets

–

283

–

6

276

25

302

Construction inprogress

916

3,709

2,498

–

2,127

–

2,127

Total

40,244

17,223

14,875
(588)

1,078

41,513

1,711

43,225

Leaseholdinterests in land

397

259

165

–

491

–

–

100

33

0

42

91

–

–

Machinery andequipment
Tools, furniture
Property, and fixtures
plant andequipment Land

Intangible Software
assetsGoodwill

255

–

–

78

176

–

–

14

38

11

–

41

–

–

768

331

177

121

801

–

–

Other
Total

(Notes) 1. The numbers in the parenthesis attached to “decrease in the fiscal year under review” represent the amounts posted as
impairment losses.
2. Key items that have increased in value are listed below.
(Millions of yen)
Buildings
Acquisition of income-generating properties
2,020
Machinery and equipment

Acquisition of power generation facilities

3,902

Land

Acquisition of income-generating properties

6,923

Acquisition of power generation facilities

190

Leased assets (tangible)

Other items acquired

283

Construction in progress

Acquisition of income-generating properties

3,709

Leasehold interests in land

Acquisition of income-generating properties

249

Itemized account of allowances
Balance at beginning
Categoryof period(millions of yen)

Increase during period Decrease during period(millions of yen)(millions of yen)

Balance at endof period(millions of yen)

Allowance for doubtful accounts

140

135

–

275

Provision for bonuses

300

336

300

336

Provision for warranties forcompleted construction

323

1

12

312

(2) Details of Major Assets and Liabilities
The presentation of this information is omitted due to the ongoing preparation of consolidated financial statements.
(3) Other
Not applicable.

- 126 -

VI. Stock Information of the Reporting Company
Fiscal year

From April 1 to March 31

Ordinary General Meeting of Shareholders

During June

Record date

March 31

Record date for distribution of dividends of surplus September 30 and March 31
Number of shares constituting one unit

100 shares

Purchase and addition of odd-lot shares
Handling office
Administrator of the register of shareholders
Forward office
Fees for purchasing and adding(Special account)
Transfer Agent, Sumitomo Mitsui Trust Bank, Limited, 1-4-1 Marunouchi,
Chiyoda-ku, Tokyo(Special account)
Sumitomo Mitsui Trust Bank, Limited, 1-4-1 Marunouchi, Chiyoda-ku, Tokyo───────
Amount specified separately as the amount equivalent to fees for outsourcing
stock trading

Method of public notice

The Company’s public notices shall be published electronically. However, if theCompany is unable to issue its public notices electronically due to accidents orfor any other unavoidable reasons, it shall issue such public notices in the Nihon
Keizai Shimbun.

Special benefit for shareholders

Not applicable.

(Note) The Articles of Incorporation of the Company prohibits odd-lot shareholders from exercising their rights other than the rights
specified in item 2, Article 189 of the Companies Act, the right to claim provided for in item 1, Article 166 of the Companies
Act, the right to receive an allotment of shares offered according to the number of shares held by shareholders, the right to receive
an allotment of share acquisition rights and the right to claim an additional purchase of odd-lot shares.

- 127 -

VII. Reference Information on the Reporting Company
1. Information on Parent Entities of the Reporting Company
The Company does not have a Parent Company, etc. as specified in Article 24-7 (1) of the Financial Instruments and Exchange Act.

2. Other Reference Information
The Company submitted the following documents between the first day of the fiscal year under review and the day of submitting
the securities report.
(1) Annual Securities Report and documents attached, and Confirmation Letter
49th fiscal year (from April 1, 2020 to March 31, 2021) Submitted to the Director-General of Kanto Local Finance Bureau on
June 25, 2021
(2) Internal Control Report and accompanying documents
Submitted to the Director-General of Kanto Local Finance Bureau on June 25, 2021
(3) Quarterly Report and Confirmation Letter
For the first quarter of the 50th fiscal year (April 1, 2021 to June 30, 2021) Submitted to the Director-General of Kanto Local
Finance Bureau on August 6, 2021
For the second quarter of the 50th fiscal year (July 1, 2021 to September 30, 2021) Submitted to the Director-General of Kanto
Local Finance Bureau on November 12, 2021
For the third quarter of the 50th fiscal year (October 1, 2021 to December 31, 2021) Submitted to the Director-General of
Kanto Local Finance Bureau on February 10, 2022
(4) Extraordinary Report
Submitted to the Director-General of Kanto Local Finance Bureau on June 28, 2021
An extraordinary report pursuant to the provisions of Item (ix)-2 (result of exercising voting rights at the general meeting ofshareholders), Paragraph (2), Article 19 of the Cabinet Office Ordinance on the Disclosure of Corporate Affairs, etc.
Submitted to the Director-General of Kanto Local Finance Bureau on May 13, 2022
An extraordinary report pursuant to the provisions of Item (vii) (absorption-type company split), Paragraph (2), Article 19 of
the Cabinet Office Ordinance on the Disclosure of Corporate Affairs, etc.
(5) Amendment report and documents attached to Annual Securities Report and Confirmation Letter
Submitted to the Director-General of Kanto Local Finance Bureau on July 9, 2021
An amendment report and documents attached to Annual Securities Report and Confirmation Letter for the 49th fiscal year
(from April 1, 2020, to March 31, 2021)(6) Amended Extraordinary Report
Submitted to the Director-General of Kanto Local Finance Bureau on May 30, 2022
An amendment report for the extraordinary report (absorption-type company split) submitted on May 13, 2022

- 128 -

Part II. Information Concerning Guarantors of the Reporting Company
Not applicable.

- 129 -

Independent Auditors’ Audit Report and Internal Control Audit Report

June 24, 2022

Takara Leben CO., LTD.
To the Board of Directors
Grant Thornton Taiyo LLC
Tokyo Office
Designated Limited Liability Partner
Managing Partner
Certified Public Accountant

Toshio Yanagishita

Designated Limited Liability Partner
Managing Partner
Certified Public Accountant

Takashi Shimokawa

Audit of Financial Statements
Audit Opinion
To conduct audit certification as prescribed in the first paragraph of Article 193-2 of the Financial Instruments and Exchange Act, wehave audited the consolidated financial statements of Takara Leben CO., LTD. for the consolidated fiscal year from April 1, 2021 toMarch 31, 2022 included in the Financial Information, namely, the consolidated balance sheet, the consolidated statements of income,the consolidated statement of comprehensive income, the consolidated statement of changes in shareholder’s equity, the consolidated
statement of cash flows, significant matters that serve as a basis for the preparation of consolidated financial statements, other notes andconsolidated supplementary schedules.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
Takara Leben CO., LTD. and its consolidated subsidiaries as of March 31, 2022, and the consolidated results of their operations andtheir cash flows for the year then ended in conformity with accounting principles for consolidated financial statements generally acceptedin Japan.
Basis for Auditor’s Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards
are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements” section of our report.
We are independent of the Company and its consolidated subsidiaries in accordance with the professional ethical regulations that are
applicable in Japan, and we have fulfilled our other ethical responsibilities as an accounting auditor. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Major Considerations in Auditing
The major considerations in auditing are matters that the accounting auditor as a professional considers particularly important in theaudit of the consolidated financial statements for the consolidated fiscal year under review. The major considerations in auditing arematters that the auditor took into consideration in the process of auditing consolidated financial statements as a whole and the formationof the auditor’s opinions. The auditor does not express any opinions about individual matters.

- 130 -

Revenue recognition in the transaction of sale of real estate to a special-purpose company
Major considerations in auditing and reasons
why they are major considerations

Audit procedures

The Company posted net sales of ¥162,744 million in the We went through mainly the following audit procedures for the
consolidated statement of income for the fiscal year from April 1, examination of revenue recognition in real estate sales transactions
2021, to March 31, 2022. The net sales include revenue from a to a special-purpose company.
transaction for the sale of real estate to a special-purpose company. - To understand the transaction scheme, we read the buy-sell
In general, terms of business in real estate sales transactions areagreement and other documents and asked the business manager
individualistic and transaction amounts are large. In particular,
questions.
transactions in a complex scheme using a special-purpose - We examined the buy-sell agreement to confirm information bycompany many require continuous involvement in the real
checking that the transfer price was a market price based on theproperty through entrusted management operation after sale,
contract value established with a third party. In addition, we
partial ownership of equity interest in an assignee, etc. Therefore,
performed a comparison with the real estate appraisal report asdetermining whether most of the risks and economic value
necessary and compared the future cash flow and discount rate,
associated with the real property that become the preconditions forwhich would become the basis of the real estate appraisal, withsale have been transferred may be complex.
rents and other information published by an external
If this judgement is incorrect, there is a risk that revenue isorganization.
recognized for real estate sales transactions, in which most risks - We gained an understanding of the level of continuousand economic value are not considered to have transferred to theinvestment based on provisions in agreements for real estate
assignee.
management, investment in anonymous association, etc. and
Based on the above, we believe that revenue recognition in the real
assessed risks associated with real estate and impact on theestate sales transactions to a special-purpose company are a criticaltransfer of economic value.
audit matter.
- We examined the buy-sell agreement to determine whether arepurchase agreement was included.
- We examined the buy-sell agreement and vouchers for payments
received in order to assess the fact of delivery.
- We examined the agreement for investment in anonymous
association, etc. to determine whether the special-purpose
company was a subsidiary and identify capital contribution
relationships with the Company and consolidated subsidiaries.
- We calculated the percentage of risk bearing to confirm that theratio of remaining risk borne by the Company was negligible
and verified that the percentage was consistent with the resultsof the Company’s calculations.
Transaction price associated with sales transactions to the Investment Corporation
Major considerations in auditing and reasons
why they are major considerations

Audit procedures

Primarily, we Implemented the following procedures to examine
The Company posted net sales of ¥162,744 million in thethe appropriateness of the transaction prices in the sales to theconsolidated statement of income for the fiscal year from April 1,
investment corporations operated by subsidiaries.
2021, to March 31, 2022. There, net sales include net sales in real
- Assessment of sales activities in each transaction and status ofestate to Takara Leben Real Estate Investment Corporation and net
development and operation of internal control in posting sales
sales in real estate and movable property to Takara Leben- Interviews to inquire about provisions of the agreement,
Infrastructure Fund.
conditions, and accounting treatment for the transactions andInvestment in assets held by these investment corporations is
acquisition and examination of relevant documents
operated by their subsidiaries, Takara PAG Real Estate Advisory- Examination of the agreement, economic rationality of theLimited and Takara Asset Management Co., Ltd. The Company
provisions and conditions of the agreement, verification ofuses outside experts and real estate appraisal reports or businessconsistency with other relevant materials and voucher
value reports to decide transaction prices within reasonable ranges
documents, and examination of the appropriateness ofin the transactions operated by the subsidiaries to sell real estateaccounting process
and solar power generation facilities to the investment- Inspection of the real estate appraisal report or businesscorporations.
valuation report from the experts used for transactions by the
The Company and the subsidiaries operating the transactions havebusiness manager, assessment of the aptitudes, abilities anda controlling relationship between them. We decided that theobjectivity of experts and the appropriateness of the appraisal
relationship was an important matter to consider in audits due tomethod of experts, future cash flow estimated by the businessthe risk that the Company could use this relationship to engage inmanager and assumptions, etc. used for assessment We
transactions with a price that could deviate from a rational priceadditionally examined the appropriateness of the transaction
range and due to the large amounts of the individual transactions.
prices set by the Company.

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Other Information
Other information includes information other than the consolidated and non-consolidated financial statements and audit reports for suchstatements included in the securities report. Management’s responsibility is to create and disclose the other information. The
responsibilities of the Audit & Supervisory Board Members and the Audit & Supervisory Board lie in monitoring the directors’
performance of their duties in the development and operation of the reporting process of the other information.
The subject of the audit opinion on the consolidated financial statements, etc. does not include other information, and we do not express
an opinion on the other information.
Our responsibilities in auditing consolidated financial statements are to read through the other information to consider whether there isany major differences between the other information and consolidated financial statements or the knowledge that we acquire in theprocess of the audit, and to pay attention to any signs of material errors in information other than those major differences.
We are required to report the facts when we determine that there is a material error in other information based on the procedure that was
conducted.
There are no matters to be reported regarding other information.
Responsibilities of the Management and the Audit & Supervisory Board Members and the Audit & Supervisory Board Pertaining toConsolidated Financial Statements
Management is responsible for the preparation and appropriate presentation of consolidated financial statements in accordance with thegenerally accepted accounting principles of Japan. Such responsibilities include the establishment and implementation of internal control
that management determines is necessary for the preparation and appropriate presentation of consolidated financial statements that are
free of any material misstatements due to frauds or errors.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern in accordance with generally accepted accounting principles of Japan.
The responsibilities of the Audit & Supervisory Board Members and the Audit & Supervisory Board lie in monitoring the directors’
performance of their duties in the development and operation of the financial reporting process.
Accounting Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an accounting auditor’s report that includes our opinion. Misstatements canarise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit as below:- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, anddesign and perform audit procedures responsive to those risks. These audit procedures are selected and performed, depending on theaccounting auditor’s judgment. In addition, we obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion.
- Obtain an understanding of internal control relevant to the audit in order to assess the risk and design audit procedures that areappropriate in the circumstances, while the objective of the audit is not to express an opinion on the effectiveness of the Company’s
internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on audit evidence obtained on or before the auditor’s report date, but the risk remains thatthe company is unable to survive as a going concern due to matters or circumstances in the future.
- Evaluate whether the presentation and disclosures in the consolidated financial statements are in accordance with auditing standards
generally accepted in Japan, the overall presentation, structure and content of the consolidated financial statements, including thedisclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its consolidated subsidiaries
to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of
the audit of the consolidated financial statements. We remain solely responsible for our audit opinion.
We communicate with the Audit & Supervisory Board Members and Audit & Supervisory Board regarding the planned scope and timing- 132 -

of the audit, significant audit findings, including any significant deficiencies in internal control that we identify during our audit, andany other matters required in accordance with auditing standards.
We also provide the Audit & Supervisory Board Members and Audit & Supervisory Board with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
We define those matters discussed with the Audit & Supervisory Board Members and Audit & Supervisory Board which are deemed
particularly important in the audit of the consolidated financial statements for the consolidated fiscal year under review as key issues of
the audit and state them in the auditor’s report. However, we do not state the matters in the case where publication of these matters is
prohibited by laws, ordinances or suchlike or in the very rare case that we judge that they should not be reported on the grounds ofreasonably expected disadvantages from the reporting in the auditor’s report that would exceed the public interest.
Internal Control Audit
Audit Opinion
To provide audit certification as provided for in Article 193-2, Paragraph 2 of the Financial Instruments and Exchange Act, we haveaudited the internal control report of Takara Leben Co., Ltd. dated March 31, 2022.
We consider that the aforementioned internal control report, in which Takara Leben Co., Ltd. indicates that effective internal control ismaintained pertaining to financial reporting as of March 31, 2022, properly reflects the evaluation results of internal control overfinancial reporting in all important respects, in compliance with internal control evaluation standards for financial reporting that are
generally considered fair and reasonable in Japan.
Basis for Auditor’s Opinion
We have conducted the internal control audit in accordance with internal control audit standards over internal reporting that are generally
considered fair and reasonable in Japan. Our responsibilities under the auditing standards for internal control over financial reportingare further described in the “Auditor’s Responsibilities for the Audit of Internal Control” section of our report. We are independent of
the Company and its consolidated subsidiaries in accordance with the professional ethical regulations that are applicable in Japan, andwe have fulfilled our other ethical responsibilities as an accounting auditor. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.
Responsibilities of the Management and the Audit & Supervisory Board Members and the Audit & Supervisory Board for Internal
Control Reports
Management is responsible for the establishment and implementation of internal control as it pertains to financial reporting, as well as
the preparation and appropriate presentation of internal control reports, in accordance with internal control evaluation standards overfinancial reporting that are considered generally fair and reasonable in Japan.
The Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing and examining the designand operation of internal control over financial reporting.
It may not be possible, however, to fully prevent or identify the presentation of misstatements due to internal control over financial
reporting.
Auditor’s Responsibilities for the Audit of Internal Control
Our responsibilities are to obtain reasonable assurance about whether the internal control report is free from material misstatement basedon our audit of internal control and to issue an auditor’s report that includes our opinion.
As part of our audit in accordance with auditing standards for internal control over financial reporting generally accepted in Japan, we
exercise professional judgment and maintain professional skepticism throughout the audit as below:- Perform procedures to obtain audit evidence about the results of the assessments of internal control over financial reporting in theinternal control report. The procedures for the audit of the internal control report are selected and performed, depending on theauditor’s judgment, based on significance of effect on the reliability of financial reporting.
- Evaluate the overall presentation of the internal control report, including the appropriateness of the scope, procedures and result of
the assessments that management presents.
- Obtain sufficient and appropriate audit evidence about the results of the assessments of internal control over financial reporting in
the internal control report. We are responsible for the direction, supervision and performance of the audit of the internal control
report. We remain solely responsible for our audit opinion.
We communicate with the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding the planned scope andtiming of our audit of internal control, the results thereof, material weaknesses in internal control identified during our audit of internal
control and those that were remediated, and other matters specified by the internal control standards.
We also provide the Audit & Supervisory Board Members and Audit & Supervisory Board with a statement that we have complied with- 133 -

relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
Conflicts of Interest
There is no conflict of interest between the Company and its consolidated subsidiaries and us or its engagement partners which should
be disclosed under the provisions of the Certified Public Accountants Act.

(Notes) 1. The above is an electronic copy of what is described in the original auditor’s report kept by us (a company that submits
securities reports), separately.
2. XBRL data are not within the scope of audits.

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Independent Auditors’ Report

June 24, 2022

Takara Leben CO., LTD.
To the Board of Directors
Grant Thornton Taiyo LLC
Tokyo Office
Designated Limited Liability Partner
Managing Partner
Certified Public Accountant

Toshio Yanagishita

Designated Limited Liability Partner
Managing Partner
Certified Public Accountant

Takashi Shimokawa

Audit Opinion
To conduct the audit certification as prescribed in the first paragraph of Article 193-2 of the Financial Instruments and Exchange Act,
we audited the financial statements of Takara Leben Co., Ltd. for the 50th fiscal year starting from April 1, 2021 to March 31, 2022
included in the Financial Information, namely, the balance sheet, the statements of income, the statement of changes in shareholder’sequity, significant accounting policies, other notes and the supplementary schedules.
We consider that the aforementioned financial statements properly reflect the financial position of Takara Leben Co., Ltd. as of March
31, 2022, and its financial results in the fiscal year that ended on the same day, in all important respects, in compliance with accounting
standards that are generally considered fair and reasonable in Japan.
Basis for Auditor’s Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards
are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our report. We are
independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements inJapan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
As stated in Notes (Significant subsequent events), the Company at its Board of Directors’ meeting held on May 30, 2022 passed a
resolution to sign an agreement for an absorption-type company split due to the shift to a holding company system and signed anagreement regarding the absorption-type company split with the Succeeding Company on the same day.
That does not affect our opinions.
Major Considerations in Auditing
Key issues of the audit mean issues that the accounting auditor deems particularly important from the perspective of a professional
specialist in auditing financial statements for the fiscal year under review. The major considerations in auditing are matters that we take
into consideration in the process of the audit of the entire financial statements and the formation of our opinions. We do not express any
opinions about such matters separately.
Transaction price associated with sales transactions to the Investment Corporation
The description is omitted due to overlap with a critical audit matter (Transaction price associated with sales transactions to theInvestment Corporation) included in the audit report for the consolidated financial statements.

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Other Information
Other information includes information other than the consolidated and non-consolidated financial statements and audit reports for suchstatements included in the securities report. Management’s responsibility is to create and disclose the other information. The
responsibilities of the Audit & Supervisory Board Members and the Audit & Supervisory Board lie in monitoring the directors’
performance of their duties in the development and operation of the reporting process of the other information.
The subject of the audit opinion on the financial statements does not include other information, and we do not express an opinion on theother information.
Our responsibilities in auditing financial statements are to read through the other information to consider whether there is any majordifferences between the other information and financial statements or the knowledge that we acquire in the process of the audit, and to
pay attention to any signs of material errors in information other than those major differences.
We are required to report the facts when we determine that there is a material error in other information based on the procedure that was
conducted.
There are no matters to be reported regarding other information.
Responsibilities of the Management and the Audit & Supervisory Board Members and the Audit & Supervisory Board Pertaining to
Financial Statements
Management is responsible for the preparation and appropriate presentation of financial statements in accordance with the Generally
Accepted Accounting Principles of Japan. Such responsibilities include the establishment and implementation of internal control thatmanagement determines is necessary for the preparation and appropriate presentation of financial statements that are free of any material
misstatements due to frauds or errors.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern in accordance with the Generally Accepted Accounting Principles of Japan.
The responsibilities of the Audit & Supervisory Board Members and the Audit & Supervisory Board lie in monitoring the directors’
performance of their duties in the development and operation of the financial reporting process.
Accounting Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Misstatements can arise from fraud or error andare considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis of these financial statements.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit as below:- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, anddesign and perform audit procedures responsive to those risks. These audit procedures are selected and performed, depending on theaccounting auditor’s judgment. In addition, we obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion.
- We do not audit financial statements to express an opinion on the effectiveness of internal control. Nevertheless, to implement risk
assessments, we examine internal control as it pertains to the preparation and appropriate presentation of financial statements,
thereby ensuring that an appropriate audit procedure program is formulated depending on situations.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on audit evidence obtained on or before the auditor’s report date, but the risk remains that the company
is unable to survive as a going concern due to matters or circumstances in the future.
- Evaluate whether the presentation and disclosures in the financial statements are in accordance with auditing standards generally
accepted in Japan, the overall presentation, structure and content of the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the Audit & Supervisory Board Members and Audit & Supervisory Board regarding the planned scope and timingof the audit, significant audit findings, including any significant deficiencies in internal control that we identify during our audit, andany other matters required in accordance with auditing standards.
We also provide the Audit & Supervisory Board Members and Audit & Supervisory Board with a statement that we have complied with- 136 -

relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
We define those matters discussed with the Audit & Supervisory Board Members and the Audit & Supervisory Board which are deemed
particularly important in the audit of the financial statements for the fiscal year under review as key issues of the audit and state them in
the auditor’s report. However, we do not state the matters in the case where publication of these matters is prohibited by laws, ordinancesor suchlike or in the very rare case that we judge that they should not be reported on the grounds of reasonably expected disadvantages
from the reporting in the auditor’s report that would exceed the public interest.
Conflicts of Interest
Neither we nor our engagement partners have any interest in the Company that should be disclosed pursuant to the provisions of theCertified Public Accountants Act of Japan.

(Notes) 1. The above is an electronic copy of what is described in the original auditor’s report kept by us (a company that submits
securities reports), separately.
2. XBRL data are not within the scope of audits.

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