Make The World
More Sustainable

Ichigo Inc.
(Tokyo Stock Exchange Prime, 2337)

Materials for the Twenty-Fourth Annual Shareholder Meeting

Our Mission: Make The World More Sustainable
Ichigo is a Japanese sustainable infrastructure company dedicated to making the world moresustainable.
Our three key businesses are: Sustainable Real Estate, in which we preserve and improve realestate; Asset Management, including managing Tokyo Stock Exchange-listed Ichigo Office(8975), Ichigo Hotel (3463), and Ichigo Green (9282); and Clean Energy, in which we develop
solar and wind power plants to supply clean energy and bring productive use to idle land.
We are committed to growing long-term value for our shareholders by contributing to a sustainable
society.
The word “Ichigo” comes from the ancient Japanese proverb,
Ichigo Ichie, literally meaning “One lifetime, one encounter.”
The phrase was first used by a 16th century master of the tea
ceremony, Sen no Rikyu. He called upon his disciples to give
total focus and sincerity to each act of the tea ceremony forevery guest, because that particular moment will only exist onceand must be fully lived and realized. Ichigo embraces the Ichigo
Ichie philosophy of sincerity and service, and works to build
strong long-term relationships to support the success of all of
our clients, shareholders, and stakeholders.

Table of Contents
Materials for the Twenty-Fourth Annual Shareholder Meeting
Reference Materials for the Twenty-Fourth Annual Shareholder Meeting
Dividend
Election of Nine Directors
Business Report
I. Current Operations and Financials
A. Business Conditions in the Current Fiscal Year (FY24/2)
B. Earnings and Assets in the Current and Past Three Fiscal Years
C. Subsidiary Information
D. Key Matters to be Addressed
E. Key Business Segments
F. Employees
G. Principal Lenders
H. Policy on Dividends and Shareholder Distributions
I. Other Material Matters
II. Other Matters
A. Shares and Shareholder Information
B. Employee Stock Options
C. Directors and Officers
D. Independent Auditor
E. Controls to Ensure Appropriate Business Conduct
F. Policy on Corporate Control (Takeover Defenses)

1

10
11

28
38
43
44
45
46
47
47
48
49
50
50
59
61
61

Consolidated Financial Statements
Consolidated Balance Sheet
Consolidated Income Statement
Consolidated Statement of Changes in Shareholders’ Equity

62
63
64

Parent Financial Statements
Parent Balance Sheet
Parent Income Statement
Parent Statement of Changes in Shareholders’ Equity

65
66
67

Independent Auditor’s Report on the Consolidated Financial Statements
Independent Auditor’s Report on the Parent Financial Statements
Ichigo Audit Committee Report

68
70
72

1

Make The World
More Sustainable[Provisional Translation Only]
This English translation of the original Japanese document is provided solely for information purposes.
Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.

May 9, 2024
Ichigo Inc. (Tokyo Stock Exchange Prime, 2337)
Representative: Scott Callon, Chairman

Materials for the Twenty-Fourth Annual Shareholder Meeting
Dear Shareholders:
We are pleased to invite you to attend the Twenty-Fourth Annual Shareholder Meeting of
Ichigo Inc. (“Ichigo”).
We will take all necessary Covid precautions at the Annual Shareholder Meeting, and you
may also exercise your voting rights via postal mail or the Internet. We would appreciate it if
you could please review these shareholder meeting materials and cast your vote by returning
your voting form or by accessing our voting website (https://soukai.mizuho-tb.co.jp/) no later
than Friday, May 24, 2024, 6:15 p.m. JST.
1. Date and Time

Sunday, May 26, 2024 at 10:00 a.m.

2. Place

La Rose, Fifth Floor, Dai-ichi Hotel Tokyo
1-2-6 Shimbashi, Minato-ku, Tokyo

3. Agenda
Matters to be Reported
a. Ichigo’s business report, consolidated financial statements, and the results of the audit of
the consolidated financial statements by the Independent Auditor and Ichigo’s Audit
Committee for the Twenty-Fourth Period (March 1, 2023 – February 29, 2024)
b. Ichigo’s parent financial statements for the Twenty-Fourth Period
Matters to be Resolved
Proposal 1 Dividend
Proposal 2 Election of Nine Directors
Additional Accounting Notes
Additional accounting notes to Ichigo’s consolidated and parent financial statements aredisclosed on our website at www.ichigo.gr.jp/en/ir/library.
Please also note that any amendments to Ichigo’s business report, consolidated and parent
financial statements, or shareholder meeting materials will be posted on our website atwww.ichigo.gr.jp/en.

2

Voting via the Internet
1. Handling of Multiple Votes via both the Proxy Card and the Internet
If you cast multiple votes via both the proxy card and the Internet voting site, only the votecast via the Internet will be deemed effective.
2. Handling of Multiple Votes via the Internet
If you cast multiple votes via the Internet voting site, only the last vote will be deemed
effective.
3. Internet Voting Procedure
The internet voting procedure is per the below. If you choose to attend the meeting, voting via
the proxy card or the Internet is unnecessary.
a. Voting Website(i)

You can access the designated website https://soukai.mizuho-tb.co.jp/ from a PC,
smartphone, or mobile phone.

(ii)

Please access our voting website (https://soukai.mizuho-tb.co.jp/) and use the voting
rights exercise code and password shown on the enclosed voting form. Follow the onscreen instructions to indicate your consent or dissent.

(iii) We will accept votes submitted via the Internet until 6:15 p.m. JST on Friday, May 24,
2024. Please contact the help desk below if you have any questions.
b. Login via QR CodeYou can access the voting form by reading the QR code on the enclosed voting form. This is ashareholder-unique QR code that allows you to vote without having to enter your ID or
password. We will accept votes submitted until 6:15 p.m. JST on Friday, May 24, 2024.

Inquiries concerning the Internet Voting Process
Help Desk, Corporate Agency Division, Mizuho Trust & Banking Co., Ltd.
Toll-free telephone (within Japan): 0120-768-524 (9:00 a.m. to 9:00 p.m. JST)
Institutional Investors
Institutional investors may use the electronic proxy-voting platform of the Tokyo Stock
Exchange for electronic voting.

3

Ichigo’s Sustainability Commitment (ESG)
Environmental
Sustainable Real Estate
Ichigo preserves and improves real estate, lengthening the useful life of buildings and otherphysical and social infrastructure beyond 100 years by drawing upon our real estatetechnologies and expertise.

Safe & Clean Energy Produced LocallyIchigo gives new purpose to idle land across Japan and supports the revitalization of local
communities by building renewable energy plants that generate clean power locally. Our clean
energy business contributes to a more sustainable society while contributing to Japan’s energy
self-sufficiency. Ichigo works closely with local communities, contributing to sustainable job
creation and economic growth.
Ichigo is currently operating 64 renewable energy plants in communities across Japan, with apanel output of 188MW. In tandem to growing its Clean Energy business, Ichigo has been
accelerating its CO2 reduction measures, and as a result its CO2 reductions significantly
exceed its CO2 emissions.

4

Ichigo Climate Positive
Ichigo generates CO2 reduction via clean energy generation from its solar and wind power
plants in order to further contribute to a sustainable society. Ichigo will continue to make surethat its CO2 reduction at Ichigo and Ichigo Green (9282) solar and wind power plants exceed
total CO2 emissions (Scope 1 & 2) from all of Ichigo’s operations, including Ichigo Office(8975), Ichigo Hotel (3463), and Ichigo Green.
Ichigo is working to further expand its clean energy business. Ichigo believes that companies
exist to serve society, and is thus addressing global environmental issues via its businesses
and working towards creating a better world that can be handed down to future generations.
Ichigo CO2 Reduction: 5X CO2 Emissions (FY24/2)

CO2 Reduction
CO2 Emissions

101,217

21,000tons

tons

CO2 Reduction due to Ichigo & Ichigo Green

Scope 1+2 Emissions

Clean Energy Power Plant Production(Ichigo + Ichigo Office + Ichigo Hotel + Ichigo Green)5Social
Revitalizing Local Communities
Ichigo values its relationships with local communities across Japan, and with local
governments being important Ichigo stakeholders. Pursuant to the Act on Promotion of Power
Generation of Renewable Energy Harmonized with Sound Development of Agriculture,
Forestry, and Fisheries (“REAFF Law”), which promotes renewable energy generation inharmony with the development of local agriculture, forestry, and fisheries, Ichigo received
approval to convert farmland in Ibaraki Prefecture and build the first solar power plants
approved by the Kanto Regional Agricultural Administration Office. Ichigo’s three solar
power plants located in Shimotakai, Toride City, were built with the cooperation of all of thelandowners, the Toride City Agriculture Committee, and the Shimotakai Regional
Development Association, and Ichigo continues to operate the plants with support from thelocal community.
The Ichigo Yokosuka Port Market project was launchedwhen an Ichigo-led consortium was selected to renovateand operate the former Yokosuka Port Market as a
Public-Private Partnership (PPP). The former Yokosuka
Port Market was originally opened in 2013 uponrenovating a refrigeration warehouse built in 1987, andIchigo was selected as a PPP operator based on its strong
value-add capabilities to develop the facility into a core
tourist attraction of Kanagawa Prefecture. Ichigo
renovated the facility by transforming its interior designand doubling total floor space, and successfully attracted
tenants that embody Miura Peninsula’s rich food culture.
Since its re-opening in October 2022, the Ichigo
Yokosuka Port Market has been extensively covered by the media and attracts many visitors.

Athletes & Art
Ichigo supports world-class athletes and artists with disabilities
via sponsorship of Paralym Art.

6

GovernanceG
Governance Structure
Ichigo was an early adopter of global best-practice governance,
adopting a Company with Committees (Nominating, Audit,
Compensation) governance structure in 2006. The independence of
Ichigo’s Board of Directors underpins its strong governance andoversight capabilities, and the majority of the Board are
Independent Directors. All Board Members are aware of theirfiduciary responsibility towards shareholders and work collaboratively and appropriately withother stakeholders to ensure sustained value creation for shareholders. The Board examines anddecides on matters stipulated by law and regulation, set in Ichigo’s Articles of Incorporation,and defined in internal rules pertaining to the Board. All other decisions are delegated to
Ichigo’s Statutory Executive Officers to deliver both speed and efficiency in decision-making
and strong corporate governance. All Statutory Executive Officers make decisions and lead
employees within their specific scope of delegated responsibility and authority.
Rigorous Compliance
Under a rigorous compliance and risk management framework, Ichigo has built a robust andfully independent whistleblower system and has implemented the following compliancemeasures.
-

Maintain a sound work environment by preventing all types of harassment-

Preempt potential problems through regular compliance surveys and the whistleblower
system-Periodic training on key topics such as prevention of insider trading-

Established a rotation rule within Ichigo to eliminate conflicts of interests that may arise
with respect to preferential transactions-

Identify and manage transactions that pose a conflict of interest-

Established a policy to prevent any dealings with anti-social forces-

Promote self-corrective measures via self-inspections and a reporting system on issues

Risk Management
Ichigo manages all possibilities of unexpected losses at Ichigo and any of its subsidiaries in linewith the ISO 31000 risk management guidelines. The risks of existing operations and new
business development are categorized by frequency and impact and assessed semi-annually,
which are reported by the designated head of risk management to the Audit Committee and theBoard of Directors.

7

Ichigo’s ESG Initiatives
Ichigo believes that working on behalf of the environment and society is a fundamental social
responsibility. As Ichigo grows and takes on new challenges as a sustainable infrastructurecompany, sustainability remains at the core of everything we do, and we reduce ourenvironmental impact and pro-actively join conservation efforts.

CDP 2023 Climate Change Assessment/ Water Security Assessment
Ichigo was selected for the A List in the 2023 Climate Change
Assessment by CDP, recognized as a company leading the way inenvironmental transparency and performance on climate change. Ichigo
also received an A- score at the highest Leadership Level in the Water
Security Assessments.

CDP 2023 Supplier Engagement
Ichigo has been selected as a Supplier Engagement Leader in the 2023
Supplier Engagement Assessment. The CDP Supplier Engagement evaluatescompanies’ CO2 reduction initiatives with its suppliers and assesses its
governance, targets, and Scope 3 emissions, as well as the CDP Climate
Change questionnaire score. Ichigo will continue to contribute to a sustainable
society as an engagement leader for its supply chain initiatives addressing
climate change.

RE100
Ichigo joined RE100, a global initiative to accelerate the transition of electricity used bybusinesses to 100% renewable energy, and is targeting sourcing 100% renewable electricity
across its operations, including Ichigo Office (8975) and Ichigo Hotel (3463), by 2025. As of
FY24/2-end, Ichigo has made 90% progress towards its target, and will continue accelerating
its Net Zero Carbon initiatives.

8

TCFD
Ichigo believes that it is the responsibility of companies towork towards addressing the global problem of climatechange. Ichigo has made sustainability a key business andsocial priority, and will work towards creating a sustainable
future by identifying climate-related risks and establishing appropriate risk management
procedures while also identifying new business opportunities that can help solve the problem.
Ichigo discloses its governance, strategy, risk management, and metrics and targets in linewith the TCFD framework.
GUN Global Compact

Ichigo believes companies exist to serve society. In line with this mission, Ichigo has signed
the UN Global Compact to a global sustainability initiative that calls
for companies and organizations to take leadership and take actions
as members of society to implement universal sustainability
principles. Companies and organizations that sign the UN Global
Compact are required to achieve the Ten Principles regarding humanrights, labor, environment, and anti-corruption based on CEO
commitments.

9

Proposal 1 Dividend
Ichigo proposes to allocate part of its retained earnings for distribution as dividends toshareholders.
1. Details of Dividend
Type of Dividend

Cash

Dividend Per Share

JPY 9

Total Dividends

JPY 3,963,780,162

Payment Date

May 27, 2024
(JPY)
9.0

9
8
7

8.0
7.0

7.0

7.0

FY20/2

FY21/2

FY22/2

6
5
4
3
2
1
0
FY23/2

FY24/2

2. Dividend Increase Rationale
Ichigo’s FY24/2 Net Income and Cash Net Income were JPY 12,108 million (+28.7% YOY)
and JPY 17,878 million (+16.6% YOY). During FY24/2 Ichigo achieved record stockearnings and growth across all business segments.
Ichigo focuses on maximizing long-term cash flows for shareholders. Ichigo generated robust
cash flows in FY24/2, and decided to increase its dividend to JPY 9 and seek approval at the
Shareholder Meeting.
On the back of its strong earnings stability, Ichigo adopted its progressive dividend policy in
FY17/2 which underscores its commitment to driving continued organic earnings anddividend growth for shareholders. As detailed in Updated KPIs (FY25/2-FY30/2) under D.
Key Matters to be Addressed below, Ichigo’s Board of Directors decided to increase its
ongoing Dividend on Equity (DOE) payout ratio from 3% to 4% on April 15, 2024.
Cash Net Income = Net Income + Depreciation + Amortization +/- Valuation Losses (Gains)
3. Rationale for Seeking Shareholder Approval for Ichigo’s Dividends
All Directors on Ichigo’s Board of Directors are deeply aware of their fiduciary
responsibilities to shareholders, and work collaboratively with Ichigo stakeholders to drive
sustained value creation. To support best-in-class execution of the board’s fiduciary
responsibilities on behalf of shareholders, Ichigo was an early adopter of strong corporate
governance, implementing in 2006 a Company with Committees (Nominating, Audit,
Compensation) governance structure, with Ichigo’s Board of Directors comprised by amajority of Independent Directors.
Pursuant to Article 459, Clause 1 of Japan’s Companies Act, given the strong protections thisgovernance provides for shareholders, the Company with Committee structure allows for
dividends to be decided by the board. Per this legal framework, Ichigo’s dividends have been
decided at the board level since 2006. Ichigo is committed to strengthening its shareholderoriented governance by seeking shareholder input on key corporate decisions. Ichigo has thus
decided to seek approval for dividends at Ichigo shareholder meetings, starting with the
FY24/2 dividend.
10Proposal 2 Election of Nine Directors
The terms of office of all nine Directors will expire at the conclusion of this shareholder
meeting. Accordingly, Ichigo proposes the election of the following nine Directors.
The candidates for Director are as follows:
No.

1

2

3

4

Name
Scott Callon
Reappointment

Takuma Hasegawa
Reappointment

Minoru Ishihara
Reappointment

Eri Murai
Reappointment

Tetsuya Fujita
5

Reappointment –Independent Director

Noriko Kawate
6

Reappointment –Independent Director

Nobuhide Nakaido
7

Reappointment –Independent Director

Current Position and Responsibility

Board Meeting
Attendance

Chairman of the Board of Directors
Nominating Committee Member
Compensation Committee Member
Compliance Committee Member
Chairman & Representative Statutory
Executive Officer

100%(11 of 11 Total)

Chairman of Nominating Committee
Chairman of Compensation Committee
Chairman of Compliance Committee
President & Representative Statutory
Executive Officer

100%(11 of 11 Total)

Executive Vice President & Statutory
Executive Officer (Sustainable
Infrastructure Business) & COO

100%(11 of 11 Total)

Senior Executive Managing Director &Statutory Executive Officer(Corporate Operations)100%(11 of 11 Total)

Lead Independent Director
Chairman of Audit Committee
Nominating Committee Member
Compensation Committee Member
Compliance Committee Member

100%(11 of 11 Total)

Independent Director
Nominating Committee Member
Audit Committee Member
Compensation Committee Member

100%(11 of 11 Total)

Independent Director
Nominating Committee Member
Compensation Committee Member

100%(11 of 11 Total)

Independent Director

100%(9 of 9 Total)

Sakon Uda
8

Reappointment –Independent Director

Seiichi Tanaka
9

–

New –
Independent Director

11

–

No.

Name
(Date of Birth)

Career History
April 1988
September 1991
March 1994
August 1994
March 1997
June 2000
May 2001
April 2002
January 2003
May 2006
October 2008
November 2008

November 20111

May 2012
Scott Callon(December 6, 1964)
July 2012

May 2015
September 2015
May 2016
October 2016
July 2017
May 2019
March 2020
June 2020
August 2020
January 2021

MIPS Computer Systems, Inc.
Asia-Pacific Research Center, Stanford
University
Research Institute of Capital Formation, Japan
Development Bank
Bankers Trust Asia Securities Co., Ltd.
Morgan Stanley Japan Limited
Japan Representative, Prudential plc
Representative Director, PCA Asset Management
LimitedMorgan Stanley Japan Limited
Head of Equities, Morgan Stanley Japan Limited
Partner and CEO, Ichigo Asset Management, Ltd.
(current)
Ichigo Chairman & Representative Statutory
Executive Officer (current)
Director (current), Chairman of Nominating
Committee, Chairman of Compensation
Committee, Vice Chairman of Compliance
Committee
Member of Nominating Committee, Member ofCompensation Committee
Associate Director, Japan Association of
Corporate Directors
Audit & Supervisory Board Member, Chiyoda
Co., Ltd.
Director, Member of Nominating Committee,
Member of Compensation Committee, Ichigo
Real Estate Investment Advisors Co., Ltd. (now
Ichigo Investment Advisors Co., Ltd.)
Independent Director, Chiyoda Co., Ltd.
Chairman of Compliance Committee
Chairman of Nominating Committee, Chairmanof Compensation Committee
Member of Nominating Committee (current),
Member of Compensation Committee (current)Group Head of IT
Chairman & Statutory Executive Officer, Ichigo
Investment Advisors Co., Ltd.
Member of Compliance Committee (current)
Chairman & Representative Director, Japan
Display Inc.
Independent Director, Fujitsu Limited
Chairman, Representative Executive Officer, &Director, Japan Display Inc. (current)
CEO, Japan Display Inc. (current)

12

IchigoShares
Held

–

No.

Name
(Date of Birth)(continued fromprevious page)

Career History(Other Positions)
Partner & CEO, Ichigo Asset Management, Ltd.
Chairman, CEO, and Representative Executive Officer,
Japan Display, Inc.
Message to Our Shareholders

1This is your company. As a sustainable infrastructure company,
Ichigo works to address and resolve important social issues and movethe world forward. Japan faces significant challenges, including
climate change, natural disasters, and a declining population. By
working closely with communities throughout Japan, we will support
community resilience and create social and environmental value.
Ichigo is committed to making the world more sustainable while
tenaciously serving all stakeholders.

13

IchigoShares
Held

No.

Name
(Date of Birth)

Career History
April 1994
November 2002
October 2004
September 2005
May 2006
May 2007
March 2008
May 2009
March 2010
January 2011
March 2015
May 2015

2

March 2016
May 2016
Takuma Hasegawa October 2016
(January 29, 1971)
March 2018
October 2019
July 2020

Joined Fujita Corporation
Joined Ichigo
General Manager, Fund Business Division
General Manager, Fund Business Division
Group 1
Senior Statutory Executive Officer & General
Manager, Fund Business Division Group 1
Senior Statutory Executive Officer & CMO
Senior Statutory Executive Officer
Director & Executive Vice President &Statutory Executive Officer (Real Estate)
Independent Director, Takara Building
Maintenance Co., Ltd.
President & Representative Director (Overall
Company Management), Ichigo Estate Co., Ltd.
Executive Vice President & Statutory Executive
Officer
Director (current), President & Representative
Statutory Executive Officer (current)
Chairman & Director, Ichigo ECO Energy Co.,
Ltd.
Chairman of Compliance Committee (current)
Member of Nominating Committee, Member ofCompensation Committee
Chairman of Nominating Committee (current),
Chairman of Compensation Committee (current)Group Head of IT
Director, Cost Science Inc. (now Collinear Inc.)(current)
Chairman & Director, Ichigo Land Shinchiku
Co., Ltd.

(Other Positions)
Director, Collinear Inc.
Message to Our Shareholders
As a sustainable infrastructure company, Ichigo is dedicated toaddressing important social issues via its businesses andcontributing to a sustainable society. All of us at Ichigo will do ourutmost to realize our mission to Make The World More Sustainable
and grow shareholder value. Thank you for your support.

14

IchigoSharesHeld496,738
sharesNo.

Name(Date of Birth)

Career History
April 1990
May 2007
March 2008
May 2009
November 2009
May 2010
April 2011
November 2011
July 2012

November 2012
March 2013
3
Minoru Ishihara(October 5, 1967)
May 2015
March 2017
March 2018
March 2019

June 2019
April 2021
April 2022
May 2022

Joined Hazama Corporation
Joined Ichigo as Head of Human Resources andGeneral Administration Division
Executive Officer and Head of Human Resourcesand General Administration Division
Director (current), Managing Director & Statutory
Executive Officer (Administration), Member ofCompliance Committee
President & Representative Director, Asset
Logistics Co., Ltd. (now Ichigo Marché Co., Ltd.)
Director, Senior Managing Director & Statutory
Executive Officer (Administration)
President & Representative Director, Miyako City
Co., Ltd.
Executive Vice President & Statutory Executive
Officer (Administration)
Director (current), Executive Vice President &Statutory Executive Officer (Administration),
Ichigo Real Estate Investment Advisors Co., Ltd.
(now Ichigo Investment Advisors Co., Ltd.)
Director, Ichigo ECO Energy Co., Ltd.
Head of Real Estate
Chairman, President, & Representative Director,
Miyako City, Co., Ltd. (current)
Chairman & Director, Takara Building
Maintenance Co., Ltd.
Executive Vice President & Statutory Executive
Officer & COO (current)
President & Representative Director, Ichigo Real
Estate Services Fukuoka Co., Ltd.
Group Head of Sustainable Real Estate
Chairman & Representative Director, Ichigo
Marché Co., Ltd. (current)
Chairman & Representative Director, Hakata
Hotels Inc. (now OneFive Hotels Inc.) (current)
President & Representative Director, Miyazaki
Sunshine FM Co., Ltd. (current)
Statutory Executive Officer (Sustainable
Infrastructure)
Statutory Executive Officer (Sustainable
Infrastructure Business) (current)
Chairman & Representative Director, Centro Co.,Ltd.
Director, I Think Rent Co., Ltd. (current)

15

IchigoSharesHeld

117,208
sharesNo.

Name(Date of Birth)

Career History(continued from April 2023
previous page)
September 2023
December 2023

3

Chairman, President, & Representative Director,
Centro Co., Ltd. (current)
Chairman & Director, Storage Plus Corporation
Director, FANTERIA Co., Ltd.
President & Representative Director, FANTERIA
Co., Ltd. (current)
Chairman & Representative Director, Lychee
Park Inc. (current)
Chairman & Representative Director, Tegevajaro
Miyazaki Inc. (current)
Director, SNY 33rdst INC. (current)(Other Positions)
Chairman, President, & Representative Director, Miyako City Co.,
Ltd.
Chairman & Representative Director, Ichigo Marché Co., Ltd.
Director, Ichigo Investment Advisors Co., Ltd.
Chairman & Representative Director, OneFive Hotels Inc.
President & Representative Director, Miyazaki Sunshine FM Co.,
Ltd.
Chairman, President, & Representative Director, Centro Co., Ltd.
Director, I Think Rent Co., Ltd.
President & Representative Director, FANTERIA Co., Ltd.
Chairman & Representative Director, Lychee Park Inc.
Chairman & Representative Director, Tegevajaro Miyazaki Inc.
Director, SNY 33rdst INC.
Message to Our Shareholders
Thank you always for your support.
I have been overseeing Ichigo’s execution of its mission to create theinfrastructure necessary for a sustainable society, and will continue
to work towards realizing Ichigo’s values to revitalize communities
and bring happiness to Japan.

16

IchigoShares
Held

No.

Name
(Date of Birth)

Career History
April 1993
April 2002
January 2007
July 2012
March 2013

March 2014
March 2015

March 2017
May 2019
March 2020
March 2024

4
Eri Murai(May 16, 1970)

April 2024

Joined Fujita Corporation
Joined Ichigo
Head of Finance, Ichigo
Statutory Executive Officer (Business
Management), Head of Business Planning,
IchigoDirector (Administration), Ichigo Estate,
Director, Ichigo Global Capital
Director (Business Planning), Ichigo ECOEnergySenior Statutory Executive Officer(Administration & HR), Ichigo
Executive Managing Director & Statutory
Executive Officer (Administration & HR)
Group Head of Administration & HR, Ichigo
President, Ichigo University
Head of HR Development
Director (current)
Statutory Executive Officer (HR)Senior Executive Managing Director(current)
Statutory Executive Officer (Corporate
Operations) (current)

Message to Our Shareholders
As Ichigo contributes to a sustainable society, we need to enhance
the sustainability of our own corporate strength. We will continue
to maintain appropriate governance and risk control systems, andcreate an environment in which individuals can make the most of
their abilities. We are working to build upon Ichigo’s strengths
with respect to sustainable real estate, our hands-on approach toproblem-solving, and collaborating with local communities, andpave a way to pass these strengths on to the next generation.
Thank you for your continued guidance and support.

17

IchigoSharesHeld

11,500sharesNo.

Name(Date of Birth)

Career History
April 1976
April 2001
April 2002
October 2006
April 2007
October 2009
May 2010
February 2011
March 2011
May 2011
May 2012
July 20125

Tetsuya Fujita(March 26, 1954)
May 2014

October 2015
May 2016
August 2017
March 2019
June 2019
June 2020
November 2021

Joined Taisho Marine and Fire Insurance Co., Ltd.
(now Mitsui Sumitomo Insurance Co., Ltd.)
Executive Director, Taisho Marine & Fire
Insurance (Malaysia) Bhd. (now MSIG Insurance(Malaysia) Bhd)
Board Director, Skandia Life Insurance (Japan)(now Tokyo Marine Nichido Financial Life
Insurance Co., Ltd.)
Executive Director, AXA Life Insurance Co., Ltd.
Representative President & CEO, AXA Financial
Life Insurance Co., Ltd. (now AXA Life
Insurance Co., Ltd.)
Senior Advisor, AXA Life Insurance Co., Ltd.
Ichigo Independent Director (current), Member ofAudit Committee, Member of Compliance
Committee
Auditor, St. Thomas University
President, ReMark Japan Co., Ltd.
Chairman of Compliance Committee,
Member of Nominating Committee (current),
Member of Compensation Committee (current)
Director, Member of Audit Committee, Memberof Nominating Committee, Member ofCompensation Committee, Ichigo Real Estate
Investment Advisors Co., Ltd. (now Ichigo
Investment Advisors Co., Ltd.)
Chairman of Audit Committee (current), Memberof Compliance Committee (current),
Chairman of Audit Committee of Ichigo Real
Estate Investment Advisors Co., Ltd. (now Ichigo
Investment Advisors Co., Ltd.)
Advisor, LAUREATE INTERNATIONALUNIVERSITIES Japan
Lead Independent Director (current)
Special Advisor to CEO, ReMark Group
Advisor, Creative Solutions Co., Ltd.
CEO & Representative Director, Creative
Solutions Co., Ltd (current)
Secretary General, Postal Club Inc.
Executive Director, Postal Club Inc. (current)(Other Positions)
CEO & Representative Director, Creative Solutions Co., Ltd.
Executive Director, Postal Club Inc.

18

IchigoSharesHeld

72,000sharesNo.

Name(Date of Birth)(continued fromprevious page)

5

Career History
Message to Our Shareholders
Ichigo steadily overcame the environmental changes caused by three
years of Covid, with a strong recovery in its hotel business last year
despite uncertainties from global conflicts in Ukraine and the Middle
East and natural disasters, thus strengthening its foundation forgrowth.
I will contribute to driving shareholder value by proactively executing
my duties as an Independent Director without limiting my scope of
responsibilities and appropriately expressing opinions tomanagement.

19

IchigoShares
Held

No.

Name
(Date of Birth)

Career History
April 1999
July 2001
August 2004
November 2004
February 2008
January 2009
May 2011
November 2011
July 2012
June 2013
May 2014

6

February 2015
Noriko Kawate(February 22, 1976) June 2021

April 2022

Joined International Dept., Deloitte Touche
Tohmatsu LLC
Qualified as Certified Public Accountant
Joined Cast & Itoga (now Uryu & Itoga)
Qualified as Certified Tax Accountant
President of CLEA Consulting Co., Ltd. (current)
Joined Gracia Corporation
Ichigo Independent Director (current), Memberof Audit Committee (current)
Qualified as American Certified Public
Accountant
Director, Member of Audit Committee of Ichigo
Real Estate Investment Advisors Co., Ltd. (now
Ichigo Investment Advisors Co., Ltd.)
Audit & Supervisory Board Member, Meiji
Machine Co., Ltd.
Member of Nominating Committee (current),
Member of Compensation Committee (current),
Member of Nominating Committee, Member ofCompensation Committee of Ichigo Real Estate
Investment Advisors Co., Ltd. (now Ichigo
Investment Advisors Co., Ltd.)
Partner, Cast Group (now Cast Global Group)(current)
Independent Auditor, Sumitomo Bakelite Co.,
Ltd. (current)
Independent Auditor, Nichireki Co., Ltd.
(current)
Civil Conciliation Commissioner, Tokyo District
Court(Other Positions)
President, CLEA Consulting Co., Ltd.
Partner, Cast Global Group
Independent Auditor, Sumitomo Bakelite Co., Ltd.
Independent Auditor, Nichireki Co., Ltd.
Message to Our Shareholders
While the business environment surrounding Ichigo is expected tocontinue to improve and return to its pre-Covid state, the macro
outlook remains uncertain due to concerns regarding the global
economic slowdown and historic inflation. In this increasingly
uncertain business environment, I will perform my duties as an
Independent Director to supervise management and encourage
appropriate and sound risk-taking which is necessary to achievesustainable growth, and work to grow shareholder value.

20

IchigoSharesHeld

66,800sharesNo.

Name(Date of Birth)

Career History
April 1971
April 1998
June 1998
April 2002
April 2003
April 2004
April 2005
April 2009
June 2009
October 2011
June 2013
April 2016
June 2016
May 2017
October 2018
March 20197

June 2020
Nobuhide Nakaido March 2022
(November 1, 1946)
May 2023

Joined Sumitomo Corporation
Trustee, Sumitomo Corporation
Director, Sumitomo Corporation
Managing Director, Sumitomo Corporation
Managing Executive Officer, Sumitomo
Corporation
Senior Managing Executive Officer,
Sumitomo Corporation
Executive Vice President, Sumitomo
Corporation
Executive Director, Assistant to President,
Sumitomo Corporation
Chairman, President, & CEO, Sumisho
Computer Systems Corporation (now SCSKCorporation)
President & CEO, SCSK Corporation
Chairman, SCSK Corporation
Director & Senior Advisor, SCSKCorporation
Senior Advisor, SCSK Corporation
Ichigo Independent Director (current)
Chairman, Japan Association for Chief
Human Resources Officers (current)
Independent Director, eSOL Co., Ltd.
(current)
Independent Director, Sourcenext Corp.
(current)
Independent Director, JAC Recruitment Co.,
Ltd. (current)
Member of Nominating Committee (current),
Member of Compensation Committee (current)(Other Positions)
Chairman, Japan Association for Chief Human Resources
Officers
Independent Director, eSOL Co., Ltd.
Independent Director, Sourcenext Corp.
Independent, JAC Recruitment Co., Ltd.
Message to Our Shareholders
As the post-Covid business environment progresses, I believe thatcompanies are increasingly expected to shift from defensive
governance to forward-looking governance.
I will continue to support Ichigo’s strengthening of its forwardlooking governance functions and the development of a more
dynamic management structure to further grow as a sustainableinfrastructure company and achieves Ichigo’s mission to Make
The World More Sustainable.
21

IchigoSharesHeld

10,000sharesNo.

Name(Date of Birth)

Career History
April 1981
July 1989
December 1995
February 2006
October 2007

April 2010
May 2010
July 2010
June 2011
December 2011

November 2012

8
Sakon Uda
(May 22, 1955)

April 2014
June 2014
April 2015
April 2016
September 2016
July 2017
November 2017
March 2019
June 2021

Nippon Kokan KK (now JFE Holdings, Inc.)
McKinsey & Company, Inc.
Principal (Partner), McKinsey & Company,
Inc.
Executive Officer, Japan Post Holdings Co.,Ltd.
Senior Executive Managing Director, Japan
Post Holdings Co., Ltd
Senior Managing Executive Officer, Japan
Post Service Co., Ltd (currently Japan Post
Co., Ltd.)
Advisor, Japan Post Co., Ltd.
Professor, Business Breakthrough University
Kenichi Ohmae Graduate School of Business
Statutory Executive Officer & COO, Tokyo
Star Bank Ltd.
Independent Director, Ebara Corporation
The Investigation Committee on the Accident
at the Fukushima Nuclear Power Stations(“ICANPS”), Tokyo Electric Power
Company
Consultant, Nuclear Damage Compensation
and Decommissioning Facilitation
Corporation
Head of Tokyo Electric Power Company
Procurement Committee
Dean, Faculty of Business Administration,
Professor, Business Breakthrough University
Director, Business Breakthrough, Inc.
Director & Academic Committee Member,
Japan-North America Medical Exchange
Foundation
Vice President, Business Breakthrough
University
Special Advisor, Tokyo Metropolitan
Government Political Reform Headquarters
Director, Japan-North America Medical
Exchange Foundation
Committee Member, Tokyo Metropolitan
Government Urban Planning Council(current)
Independent Director & Chairman of theBoard, Ebara Corporation
Independent Director, The CC Innovation, Ltd.

22

IchigoSharesHeld

1,200
sharesNo.

Name(Date of Birth)

Career History
June 2022

December 2022
February 2023
May 2023
June 2023
September 2023

Vice Chairman of the Board, Strategy
Advisors Co., Ltd.
Independent Director, Dream Incubator Inc.
(current)
Independent Director, Pacific Consultants
Co., Ltd. (current)Electricity Prices Advisor, Consumer Affairs
Agency (current)
Ichigo Independent Director (current)
Independent Director, Hokkoku Financial
Holdings, Inc. (current)
Executive Advisor, Change WAVE Group, Inc.
(current)(Other Positions)
Committee Member, Tokyo Metropolitan Government Urban
Planning Council
Independent Director, Dream Incubator Inc.
Independent Director, Pacific Consultants Co., Ltd.
Electricity Prices Advisor, Consumer Affairs Agency
Independent Director, Hokkoku Financial Holdings, Inc.
Executive Advisor, Change WAVE Group, Inc.
Message to Our Shareholders
My experience has been that Governance Drives Value, that
corporate governance is not merely a formality, but the mostimportant driver of corporate innovation that is essential for
creating shareholder value. I will leverage my experience andwork to further drive growth in Ichigo’s shareholder value.
Thank you for your guidance and support.

23

IchigoShares
Held

No.

Name
(Date of Birth)

Career History
April 1984
April 2011
April 2014
April 2016
June 2017
April 2019
April 2023
June 2023

IchigoSharesHeld

Nissho Iwai Corporation (now Sojitz
Corporation)
General Manager of Finance, Sojitz
Corporation
Executive Officer, Sojitz Corporation
Managing Executive Officer & CFO, Sojitz
Corporation
Representative Director, Senior Executive
Officer, & CFO, Sojitz Corporation
Representative Director, Executive Vice
President, & CFO, Sojitz Corporation
Representative Director, Sojitz Corporation
Advisor, Sojitz Corporation (current)

9–(Other Positions)
Seiichi Tanaka
Advisor, Sojitz Corporation(September 14, 1960)
Message to Our Shareholders
With the BOJ raising interest rates for the first time in 17 years, amajor turning point in the financial markets, financial discipline
has become increasingly important for companies.
Such a change is also a significant business opportunity, and I
will leverage my experience to contribute to the development ofappropriate governance to take advantage of this change andsupport positive outcomes for Ichigo.

24

(Note 1) None of the candidates for Director or Independent Director are a related party of
Ichigo.
(Note 2) Ichigo’s Nominating Committee and Board of Directors’ reasons for nominating
Scott Callon, Takuma Hasegawa, Minoru Ishihara, and Eri Murai for Director are
as follows:(i) Scott Callon has extensive experience as Chairman of Ichigo since October 2008,
and has knowledge and expertise derived from serving on a number of Japanese
government bodies, including the Financial Services Agency (FSA) Council ofExperts that drafted Japan’s Corporate Governance Code and the Ministry of
Economy, Trade and Industry (METI) Competitiveness and Incentives Structures
for Sustainable Growth Project (the “Ito Review”). He assumed the position of
Director in October 2008, and his term of office will have been 15 and a half years
at the close of this shareholder meeting.
(ii) Takuma Hasegawa has extensive knowledge and experience at Ichigo, having led
a number of Ichigo’s real estate businesses. He has been Ichigo’s President since
May 2015. His term of office will have been 11 years at the close of thisshareholder meeting.
(iii) Minoru Ishihara has extensive knowledge and experience as Executive Vice
President and COO of Ichigo. He assumed the position of Director in 2009, andhis term of office will have been 15 years at the close of this shareholder meeting.
(iv) Eri Murai has extensive knowledge and experience, having led a number of key
initiatives in finance, internal management, and HR since joining Ichigo in 2002.
She is currently the Senior Executive Managing Director (HR), and her term ofoffice will have been five years at the close of this shareholder meeting.
(Note 3) All five candidates for Independent Director – Tetsuya Fujita, Noriko Kawate,Nobuhide Nakaido, Sakon Uda, and Seiichi Tanaka – meet the Tokyo Stock
Exchange’s (TSE) requirements for Independent Directors and will be registeredwith the TSE as such.
(Note 4) Ichigo’s Nominating Committee and Board of Directors’ reasons for nominating
Tetsuya Fujita, Noriko Kawate, Nobuhide Nakaido, Sakon Uda, and Seiichi
Tanaka as candidates for Independent Director are as follows:(i) Tetsuya Fujita has extensive knowledge and experience working for a leading
property insurance company and a leading life insurance company. He assumed
the position of Independent Director in May 2010, and his term of office will havebeen 14 years at the close of this shareholder meeting.
(ii) Noriko Kawate has extensive experience in statutory auditing at a major auditing
firm and in accounting and tax advisory as a certified public accountant and tax
accountant. She assumed the position of Independent Director in May 2011, andher term of office will have been 13 years at the close of this shareholder meeting.
(iii) Nobuhide Nakaido has extensive experience and knowledge as the Executive Vice
President of one of Japan’s largest trading companies and President & Chairmanof a leading Japanese IT systems integrator, driving innovation in the IT service
industry and increasing corporate value through workstyle & workplacetransformation. He has extensive knowledge and experience leading major global
companies which he can draw upon to fully monitor Ichigo’s activities on behalfof shareholders. He assumed the position of Independent Director in May 2017,and his term of office will have been 7 years at the close of this shareholder
meeting.

25

(iv) Sakon Uda has extensive experience in corporate strategy and management, andhas served as Independent Director and Chairman of the Board of major listedcompanies. He has extensive knowledge in corporate governance, HR
development, and corporate management which he can draw upon to fully
monitor Ichigo’s activities on behalf of shareholders. He assumed the position of
Independent Director in May 2023, and his term of office will have been one year
at the close of this shareholder meeting.
(v) Seiichi Tanaka served as Chief Financial Officer and Representative Director andExecutive Vice President of a major trading company with global operations, andhas extensive experience in growing shareholder value via risk management andstrengthening financing. He can draw upon his management capability andfinancial expertise and experience to fully monitor Ichigo’s activities andmaximize cash flows on behalf of shareholders.
(Note 5) No candidate for Independent Director has been involved in inappropriate conduct
while serving as a Director in other companies over the past five years.
(Note 6) Additional information pertaining to the independence of the candidates for
Independent Director is as follows:(i) Tetsuya Fujita and Noriko Kawate served as Independent Directors of Ichigo
subsidiary, Ichigo Investment Advisors, from July 2012 to May 2016.
(ii) No candidate for Independent Director has received in the last two years, nor will
they receive, material monetary or other financial compensation (excluding any
compensation as Director or Advisor before assuming the position of Independent
Director) from Ichigo or related entities.
(iii) No candidate for Independent Director is the spouse of the management of Ichigo
or related entities, nor are they related within three degrees of consanguinity.
(Note 7) In order to retain Independent Directors of high quality, Ichigo has signed limited
liability agreements with Tetsuya Fujita, Noriko Kawate, Nobuhide Nakaido, andSakon Uda. The extent of liabilities for compensation under the agreements is theminimum limited liability amount as defined in Article 425, Paragraph 1 of theCompany Law; provided that the liability is limited only when the Independent
Directors have performed their duties which cause liability in good faith andwithout gross negligence. Upon the re-appointment of Tetsuya Fujita, Noriko
Kawate, Nobuhide Nakaido, and Sakon Uda as Independent Directors, Ichigo willenter into new limited liability agreements with equivalent terms with each ofthem. Upon the appointment of Seiichi Tanaka as an Independent Director, Ichigo
will enter into the same limited liability agreement with him.
(Note 8) Ichigo and the independent directors have entered into a director liability
insurance contract, with the directors named as insured, which provides coverage
for any damages that may by caused by directors taking on responsibilities for
performing their duties or receiving claims in pursuit of responsibilities.
Candidates will be named insured after the re-election, and the contract will berenewed during their tenure.
(Note 9) Scott Callon has not received and will not receive any compensation from Ichigo.
(Note 10) The number of Ichigo shares owned by each of the candidates for Director is as ofFebruary 29, 2024.

26

Skill Matrix of Ichigo’s Board of Directors
Ichigo has made sustainability a key management priority, and our Board of Directors has adiversity of skills, capability, and background.
SkillsNo.

Name

Corporate
Management

Finance/
Investment

Risk
Management○

1

Scott Callon

○

○

2

Takuma Hasegawa

○

○

3

Minoru Ishihara○

4

Eri Murai

5

Tetsuya Fujita

6

Noriko Kawate

7Nobuhide Nakaido○

8

Sakon Uda○

9

Seiichi Tanaka

○

○

ESG

GenderNationality

Male

UnitedStates

○

Male

Japan

○

Male

Japan

Female

Japan

Male

Japan

Female

Japan

○

Male

Japan

○

Male

Japan

Male

Japan

○
○

○
○

○

○

27

○

○

○

○

Human
Resource
Development○

Business Report(March 1, 2023 – February 29, 2024)
I.

Current Operations and Financials

A. Business Conditions in the Current Fiscal Year (FY24/2)
1. Business Results
During the current fiscal period, the Japanese economy normalized to pre-Covid levels,
as its recovery accelerated on the back of the lifting of Covid restrictions. Althoughconsumers became increasingly budget-conscious due to rising living costs, hotel andrestaurant demand was robust, with inbound tourism exceeding pre-Covid levels.
Investment demand also increased, as companies resumed capital investments on theback of strong corporate earnings. Despite the buoyant macro backdrop, geopoliticalrisks, the possibility of an economic downturn in major industrialized economies, and theeffects of global interest rate increases require continued monitoring.
In the Japanese real estate markets, global demand was robust due to extremely low
financing rates in Japan and higher returns available in Japanese real estate. Ichigo’s
FY24/2 hotel RevPAR (Revenue per available room) was up 37% year-on-year, driving
stock earnings growth. Ichigo achieved record stock earnings in FY24/2, further
increasing its earnings stability. Hotel earnings are expected to continue growing on theback of strong domestic and inbound demand. With respect to offices, vacancies
gradually decreased, with Ichigo’s mid-size office buildings continuing to see stabledemand. Ichigo will continue to focus on understanding diversifying tenant needs andprovide offices that meet their needs. Logistics assets have experienced increased demand
due to Covid-driven e-commerce growth, and continued to see steady investment appetitefrom investors seeking highly stable assets post-Covid as economic activity picked up.
Japan has been accelerating its efforts to achieve a net zero carbon society in line with
global climate initiatives, and as a result the importance of clean energy businesses is on
the rise. Ichigo will continue to focus on generating renewable energy that is safe for theplanet, while diversifying its clean energy production beyond solar and wind, including
green biomass that will use Japanese feedstocks.
Responding to the rapid changes in its business environment, Ichigo has taken measures
to maintain its strong financial base and robust cash flows. Ichigo’s robust cash
generation is funding both growth investments, including asset acquisitions andinvestments in new businesses, and share buybacks in line with our Ichigo 2030 longterm vision. During FY24/2 Ichigo conducted JPY 6 billion of share buybacks. Ichigo
supported the growth of its two J-REITS, Ichigo Office (8975) and Ichigo Hotel (3463),
via purchasing their shares and sold high-quality hotels to Ichigo Hotel to grow Ichigo
Hotel shareholder value.
In line with our Ichigo 2030 long-term vision, Ichigo is also expanding its activities as asustainable infrastructure company to further drive its competitive strengths. In particular,
Ichigo is leveraging its real estate know-how and value-add capabilities to grow stockearnings via non-asset businesses. Ichigo will continue to grow its core businesses anddevelop new businesses to drive growth in shareholder value.

28

Core Business Growth–

Sustainable Real Estate (SRE)
Hotel demand now exceeds pre-Covid levels. RevPAR for Ichigo-owned hotels,
particularly the Hotel Il Palazzo (reopened in October 2023), The OneFive Villa
Fukuoka, and The OneFive Terrace Fukuoka, grew to +37% vs. FY20/2, with
operating revenue for OneFive Hotels, Ichigo’s wholly-owned hotel operator
subsidiary established during FY20/2, driving stock earnings. Although the hotelindustry has been facing a labor shortage amidst growing hotel demand, Ichigo andhas retained and trained its hotel employees and continued to maintain highoccupancy at its hotels despite being impacted by Covid due to its AI-based hotelrevenue management system PROPERA. Ichigo is maximizing earnings and driving
operational efficiency via optimal room prices automatically calculated by
PROPERA, and is positioned to capture future increases in hotel demand.
Ichigo launched two Ichigo Residence Tokens during FY24/2 backed by JPY 15.84
billion of underlying residential assets. The Osaka Digital Exchange launched
START, a new trading system for security tokens, and the third Ichigo Residence
Token was the first token to be traded on START. The launch of a secondary market
will drive the transparency and liquidity of digital real estate transactions via security
tokens, with the real estate security token market expected to grow to close to thesize of the J-REIT and private equity fund markets.
Ichigo believes that digital real estate investments is a key growth area and will work
to increase its presence within this field. Ichigo’s customer base expansion and asset
management capabilities under the Ichigo Owners Co-Ownership business, whichallows investors to make diversified, small-scale investments in a broad array of realestate assets, has contributed to stock earnings growth, with real estate sales channel
expansion supporting the ability to acquire assets at attractive prices. Ichigo acquired
JPY 69.5 billion and sold JPY 69.6 billion of assets in FY24/2.

The OneFive Terrace Fukuoka–

The OneFive Villa Fukuoka

Asset Management
Ichigo continued to support its TSE-listed REITs Ichigo Office (8975) and Ichigo
Hotel (3463), its listed solar power producer Ichigo Green (9282), and Ichigo’s
private funds.
The increase in hotel demand has driven Ichigo Hotel’s earnings, and in turn,Ichigo’s asset management fees, as a result of Ichigo Hotel’s implementation of a no
fixed fee, performance-fee only structure that aligns Ichigo’s asset management
activity with value creation for Ichigo Hotel’s shareholders. During FY24/2 H1Ichigo sold 5 hotels, including Ichigo brand boutique hotels, to Ichigo Hotel, forwhich the increase in hotel demand is a growth opportunity, and participated in ashare allotment (JPY 1.5B) to finance the hotel acquisitions.

29To strengthen its commitment as their sponsor, Ichigo also purchased Ichigo Officeand Ichigo Hotel shares. Ichigo has purchased JPY 13 billion of Ichigo Office shares,
including JPY 3 billion in FY23/2, and JPY 1 billion of Ichigo Hotel shares.
Ichigo will continue to proactively support Ichigo Office and Ichigo Hotel and drive
long-term shareholder value via the provision of high-quality assets, establishingbridge funds that provide them with an asset pipeline, and deploying Ichigo’s valueadd capabilities to increase the value of Ichigo Office and Ichigo Hotel assets.
–

Clean Energy
Ichigo brought online its second largest solar power plant (13.99MW), Ichigo Ebino
Suenaga ECO Power Plant (FIT JPY 40), on January 2, 2024. The plant began
operations towards the end of FY24/2, and the plant’s full-year earnings contribution
from FY25/2 will further drive growth in Ichigo’s clean energy business, which has
proven to be stable and resilient to market fluctuations. As of FY24/2-end Ichigo’shas 64 power plants in operation (total output 188.2MW). Ichigo will continue toinvest in solar and wind power plants, and is also planning entry into green biomass
as a third renewable energy business to make productive use of aging forest’s wood
supplies, conserve Japan’s forests, and contribute to the revitalization of local
economies. Ichigo believes the social significance of its clean energy businessaddressing global environmental issues will continue to grow.

Ichigo Ebino Suenaga ECO Power Plant

30

Financing Initiatives–

Strengthen Financial Base
Since the 2008 global financial crisis, Ichigo has been strengthening both its earnings
and financial base via measures such as lengthening borrowing terms, reducing
borrowing costs, hedging against increases in interest-rates, and borrowing via
unsecured loans. Ichigo has also increased funding via ESG-linked loans, thecumulative amount of which now totals JPY 27.7 billion. Ichigo will continue thesemeasures to sustain its growth as a sustainable infrastructure company.

–

Cash Flow Management
To further strengthen its cash flows, Ichigo reclassified some of its Real Estate forSale as Fixed Assets in order to make use of depreciation allowances and increase
Ichigo’s cash generation. Ichigo’s current Fixed Asset Ratio is 72.4%.

Shareholder Returns–

Flexible Share Buybacks
In line with our Ichigo 2030 long-term vision, Ichigo conducts ongoing sharebuybacks, and has conducted share buybacks consecutively for seven years toincrease Ichigo’s EPS and drive growth in shareholder value.

FY24/2 (Second)
FY24/2 (First)
FY23/2
FY22/2
FY21/2
FY20/2
FY19/2
FY18/2

Number of Share
Purchased(% of Shares Outstanding)
4,598,600(0.9%)
9,088,400(1.8%)
14,552,200(2.9%)
4,363,500(0.9%)
9,645,800(1.9%)
7,081,200(1.4%)
7,869,700(1.6%)
8,436,500(1.7%)

31

Average
Purchase Price

AmountJPY 385

JPY 3 billion

JPY 330

JPY 3 billion

JPY 309

JPY 4.5 billion

JPY 343

JPY 1.5 billion

JPY 311

JPY 3 billion

JPY 424

JPY 3 billion

JPY 381

JPY 3 billion

JPY 355

JPY 3 billion

–

FY24/2 Dividend Increase
Ichigo works to drive growth in long-term shareholder value with a shareholder
return policy that focuses on dividend security, transparency, and growth, and has
established a Dividend on Equity (DOE) payout ratio policy paying dividends based
upon shareholder equity. Ichigo decided to raise its DOE target from 3% to 4% at its
board meeting held on April 15, 2024.
Underpinned by its robust earnings stability, Ichigo has also adopted a progressive
dividend policy, under which dividend is maintained or raised every year, but not cut.
Although the use of a dividend payout ratio is more common in shareholder return
policies, dividend payout ratios are highly sensitive to short-term earnings
fluctuations and thus result in uncertainty with respect to future dividends. Ichigo’s
adoption of a progressive dividend policy underscores its commitment to long-termvalue growth for its shareholders.
Ichigo’s FY24/2 Net Income and Cash Net Income were JPY 12,108 million and JPY
17,878 million, +21.1% and +15.3% versus the forecast announced on April 19,
2023. Ichigo achieved growth across all business segments and record stockearnings. These cash flows fund growth investments and buybacks that drive Ichigo’s
EPS growth. With robust ongoing cash flows, Ichigo also decided to increase its
FY24/2 dividend to JPY 9, up from the dividend forecast announced in its April 19,
2023 release “FY23/2 Earnings.” The dividend increase is pending shareholder
approval at the Shareholder Meeting.

JPY 5

JPY 6

JPY 7

JPY 7

JPY 7

JPY 7

FY19/2

FY20/2

FY21/2

FY22/2

JPY 8

JPY 9

JPY 10

JPY 3
JPY 1.1

JPY 1.3

FY13/2 FY14/2(Resumed
Dividend)

FY15/2

JPY 1

FY16/2

FY17/2

FY18/232

FY23/2

FY24/2

FY25/2(Forecast)–

J.League Shareholder Program
In 2019, Ichigo became a J.League Top Partner to work with the J.League to promotelocal community development, and launched a Shareholder Program that offers freetickets to J.League games to Ichigo, Ichigo Office, Ichigo Hotel, and Ichigo Green
shareholders.
As a J.League Top Partner, Ichigo distributed J.League game tickets to shareholders
for the 2023 season as a means to express its gratitude to shareholders and contributeto regional development.
As an extension of its Shareholder Program, Ichigo offered shareholders the chance
to win via lottery tickets to attend the 2023 J.League Awards.

33

FY24/2 Earnings Details
Ichigo generated consolidated FY24/2 revenue of JPY 82.7 billion (+21.5% year-onyear), operating profit of JPY 13.0 billion (+3.7% year-on-year), all-in operating profit of
JPY 21.2 billion (+25.4% year-on-year), recurring profit of JPY 10.4 billion (-4.2% yearon-year), net income of JPY 12.1 billion (+28.7% year-on-year), and cash net income of
JPY 17.9 billion (+16.6% year-on-year).
All-In Operating Profit = Operating Profit + Gains on Sale of Sustainable Real Estate
Assets Recorded as Extraordinary Gains
Cash Net Income = Net Income + Depreciation + Amortization +/- Valuation Losses
Segment Earnings Details
The breakdown of revenue and operating profit by segment is as follows.
Asset Management
Although AM fees increased on the back of Ichigo Hotel’s acquisition of five hotels from
Ichigo and existing Ichigo hotels’ earnings growth, revenue decreased to JPY 2.9 billion(-31.4% year-on-year) and segment operating profit decreased to JPY 1.5 billion (-50.5%
year-on-year) due to the decline in performance fees tied to gains on sale in FY24/2 forIchigo Office, which had recorded significant gains on sale of an asset in FY23/2.
Sustainable Real Estate
Driven by strong hotel earnings, particularly for Ichigo brand hotels, and residential asset
sales by Ichigo Owners, revenue increased to JPY 74.4 billion (+26.9% year-on-year).
Segment operating profit increased to JPY 17.7 billion (+49.2% year-on-year) driven by
gains on sales of fixed assets recorded as extraordinary gains.
Clean Energy
Due to full-year contributions from power plants that came online in FY23/2 and bringing
online one new plant that was in operation for roughly one month, revenue increased to
JPY 5.9 billion (+4.1% year-on-year). Segment operating profit was down 3.5% year-onyear to JPY 1.9 billion due to one-off plant maintenance.
Consolidated Income Statement Details
Revenue
Revenue increased 21.5% year-on-year to JPY 82.7 billion driven by asset sales,
particularly residential assets, and an increase in rental income across all assets.
The revenue breakdown was: real estate sales JPY 51.3 billion, real estate rental income
JPY 22.5 billion, real estate management fee income JPY 2.4 billion, and power
production revenue JPY 5.8 billion.
Operating Profit
Operating profit was JPY 13.0 billion (+3.7% year-on-year), driven by increases in realestate sales, rental income, and power generation revenue, which were offset by an
SG&A increase as a result of raising Ichigo employees’ base salaries to respond toinflation.
Gains on sales of fixed assets recorded as extraordinary gains in the sustainable realestate business contributed to all-in operating profit of JPY 21.2 billion (+25.4% year-onyear).

34

Non-Operating Profit & Expenses
Non-operating profit totaled JPY 725 million (-25.9% year-on-year) due to a year-onyear decrease in derivative valuation gains, with derivative valuation gains of JPY 109
million (Ichigo hedges against increases in interest rates using interest rate swaps) anddividend income of JPY 361 million.
Non-operating expenses totaled JPY 3.3 billion (+25.6% year-on-year) due to an increasein derivative valuation losses.
By category, interest expenses were JPY 2.3 billion and derivative valuation losses were
JPY 330 million.
Extraordinary Gains
Extraordinary gains totaled JPY 9.0 billion (+94.3% year-on-year) on gains on sale on
fixed assets in the Sustainable Real Estate business of JPY 4.4 billion and JPY 4.0 billion
from the sale of Ichigo’s non-core self-storage subsidiary.
Extraordinary losses totaled JPY 1.4 billion (+13.9% year-on-year) on allowance for
doubtful accounts of JPY 1.1 billion related to an external, pre-Covid investment in a
Japanese startup that Ichigo believed would be synergistic to its business but has failed tomeet its business targets.
Net Income
Incomes taxes totaled JPY 5.6 billion and net income attributable to minority interests
totaled JPY 227 million. As a result, net income increased 28.7% year-on-year to JPY
12.1 billion, and cash net income increased 16.6% year-on-year to JPY 17.9 billion.

35

2. Capital Expenditures
During FY24/2 property, plant, and equipment (PP&E), including operating and indevelopment power plants, increased by JPY 2.3 billion.
3. Financing
In order to maintain its strong financial base, Ichigo is improving its borrowing terms anddiversifying its borrowings, lowering its borrowing costs, staggering loan maturities,
extending loan durations, and reducing loan amortizations.
As a sustainable infrastructure company, Ichigo has been recognized for its initiatives that
contribute to a sustainable society. As one example, Ichigo has established a newcommitment line via a sustainability linked loan program arranged by Aozora Bank, Ltd.
(“Aozora”) with a loan amount of JPY 5.8 billion.
This Positive Impact Finance program aims to provide ongoing support for corporate
initiatives that are deemed to have positive societal impact based on a comprehensive andquantitative assessment of the borrowers’ business activities.1 These new commitment
lines will support Ichigo’s initiatives towards building a sustainable society and further
strengthen its financial base.
1

The Principles for Positive Impact Finance is a financial framework, established byUnited Nations Environment Programme Finance Initiative (“UNEP FI”), that aims toprovide financing in support of attaining SDGs by helping companies realistically andreliably deliver positive impacts while helping them to identify and mitigate any potential
negative impacts.
As a result, Ichigo’s corporate loan balance as of FY24/2-end was JPY 191.1 billion(+13.9% year-on-year), and non-recourse loan balance was JPY 41.7 billion (-1.3% yearon-year). The average interest rate during FY24/2 for corporate loans and non-recourse
loans were 0.89% (no change year-on-year) and 0.99% (-0.06% year-on-year),respectively.
Ichigo continues to have an extraordinarily stable and durable balance sheet, with 78.7%
of corporate loans (-15.4% year-on-year) as of FY24/2-end being long-term. JPY 87.4
billion of corporate loans have remaining loan terms of more than five years, with
Ichigo’s corporate loans having an average loan term of 8.9 years and an averageremaining loan maturity of 5.2 years. The proportion of total uncollateralized borrowings
was 30.1% (+4.6% year-on-year) as of FY24/2-end.

36

Average Interest Rate and Loan Term

Weighted Average Loan Period
Weighted Average Remaining Loan Maturity
Weighted Average Interest Rate
12

2.5%

10.0 years

10.0 years

10.1 years

10.0 years
8.9 years

2.0%

7.6 years

7.2 years

6.5 years

9
6.5 years

6.1 years

1.5%

9.3 years6

5.2 years

1.0%

0.91%

0.92%

FY20/2

FY21/2

1.05%
0.89%

0.89%

0.89%

FY22/2

FY23/2

FY24/2

3

0.5%
FY25/2 Q1Forecast*

Term Structure of Loans
Short-Term

9% (JPY 15.6B)

8% (JPY 14.9B)

7% (JPY 12.5B)

6% (JPY 9.8B)

21% (40.7B)

13%

91%
(JPY 157.5B)

92%(JPY 162.7B)

93%(JPY 155.9B)

94%(JPY 157.8B)

79%(JPY 150.3B)

87%

FY20/2

FY21/2

FY22/2

FY23/2

FY24/2Long-Term

FY25/2 Q1Forecast*

Note: FY25/2 Q1 forecast reflects already executed or highly-likely refinancings and does notreflect any potential future acquisitions or sales
4. Business Transfers, Absorption-Type Splits or Incorporation-Type Splits
N/A
5. Transferred Businesses from Other Companies
N/A
6. Succession of Rights and Obligations relating to the Business of Other Companies byAbsorption-Type Merger or Absorption-Type Split
N/A
7. Acquisition and Disposition of Shares and Other Interests in Other Companies and Stock
Options, etc.
Disposition of Storage Plus Corp. shares on August 31, 2023

370

B. Earnings and Assets in the Current and Past Three Fiscal Years
21st Period(FY21/2)

22nd Period(FY22/2)

23rd Period(FY23/2)

24th Period(FY24/2)

Revenue (JPY million)

61,36856,93468,09382,747

Operating Profit (JPY million)

9,668

10,01812,492

12,960All-In Operating Profit(JPY million)

10,38813,266

16,90821,194

Recurring Profit (JPY million)

7,179

7,471

10,848

10,391All-In Recurring Profit(JPY million)

7,899

10,71915,264

18,626Net Income (JPY million)

5,027

6,473

9,409

12,108Cash Net Income (JPY million)

10,012

13,02615,327

17,878Net Income per Share (JPY)

10.48

13.81

20.45

26.89

Cash Net Income per Share
(JPY)

20.86

27.79

33.30

39.70

Total Assets (JPY million)

347,076

337,887

338,619

367,015Net Assets (JPY million)

110,255

112,191

114,393

116,281

Net Assets per Share (JPY)209.81215.46227.24237.57

Dividend per Share (JPY)

7.0

7.0

8.0

9.0

5.0%

6.5%

9.2%

11.7%

Return on Equity(Notes)Net Income per Share is calculated based on the average number of outstanding
shares, excluding treasury shares, during the period. Net Assets per Share is
calculated based on the number of outstanding shares, excluding treasury shares,
as of the end of the fiscal year.
All-In Operating Profit = Operating Profit + Gains on Sale of Sustainable Real
Estate Assets Recorded as Extraordinary Gains
All-In Recurring Profit = Recurring Profit + Gains on Sale of Sustainable Real
Estate Assets Recorded as Extraordinary Gains
Cash Net Income = Net Income + Non-Cash Expenses (e.g., Depreciation,
Goodwill Amortization)

38

Operating Profit(JPY million)
27,721

28,00021,00014,000

9,668

10,018

FY21/2

FY22/2

12,492

12,960FY23/2

FY24/27,000
0FY20/2All-In Operating Profit(JPY million)

28,00028,000(JPY million)

27,721

24,39521,19421,00021,00016,90813,266

14,00010,38814,00010,848

7,000

7,179

7,000

10,391

7,471

0

0

FY20/2

FY20/2
Recurring Profit

FY21/2

FY21/2

FY22/2

FY22/239

FY23/2

FY23/2

FY24/2

FY24/2

All-In Recurring Profit(JPY million)
28,00024,39521,00018,626
15,26414,00010,719
7,899
7,000

0
FY20/2

FY21/2

FY22/2

FY23/2

FY24/2Net Income(JPY million)
18,00015,00012,10812,000
9,000

9,409

8,201
5,027

6,000

6,473

3,000
0
FY20/2

FY21/2

FY22/240

FY23/2

FY24/2

Net Income per Share (EPS)
(JPY)
33
26.89
22

20.45
16.89
13.81
10.48

11

0
FY20/2

FY21/2

FY22/2

FY23/2

FY24/2

Cash Net Income(JPY million)
20,00018,79817,87815,327

16,00013,026
12,00010,012

8,000
4,000
0
FY20/2

FY21/2

FY22/2

FY23/2

FY24/2

Cash Net Income per Share (EPS)
(JPY)
45

39.70

38.70
33.30
30

27.79
20.86

15

0
FY20/2

FY21/2

FY22/241

FY23/2

FY24/2

Total Assets & Net Assets
480,000

Total Assets
Net Assets

400,000
320,000

333,726(JPY million)

347,076

337,887

338,619

367,015240,000
160,000

101,607110,255

112,191

114,393

116,28180,0000FY20/2

FY21/2

FY22/2

FY23/2

FY24/2

Net Assets per Share240

208.49209.81215.46

FY20/2

FY21/2

FY22/2227.24(JPY)
237.57

160

80

0

42

FY23/2

FY24/2

C. Subsidiary Information(1) Parent Company
Ichigo Inc.
(2) Important Subsidiaries
Name

CapitalPercentage
Ownershipof Voting Rights

Main Business

Ichigo Investment Advisors Co.,Ltd.

JPY 400 million

100%

Asset manager of Ichigo Office(8975), Ichigo Hotel (3463),
and Ichigo Green (9282)

Ichigo Estate Co., Ltd.

JPY 500 million

100%

Sustainable real estate

Ichigo ECO Energy Co., Ltd.

JPY 150 million

100%

Clean energy business focusing
on utility-scale solar and wind
power production, making
purposeful use of idle landnationwide

Ichigo Owners Co., Ltd.

JPY 110 million

100%Real estate investment services

Ichigo Marché Co., Ltd.

JPY 95 million

100%

Operates Matsudo Nanbu market
in Chiba Prefecture

Miyako City Co., Ltd.

JPY 50 million

100%

Operates Miyako City shopping
mall in Miyazaki Prefecture

Centro Co., Ltd.

JPY 30 million

100%

New real estate-related
businesses

Ichigo Animation KK

JPY 590 million

100%Japanese anime studio & realestate-related content developer

OneFive Hotels Inc.

JPY 100 million

100%

Hotel operator

Ichigo Si Co., Ltd.

JPY 20 million

100%

Collinear Inc.

JPY 30 million

100%(Notes)R&D, production, andapplication of silicon dioxide(SiO2)
Business engineering services(cost optimization, new businessentry, DX services)

Hakata Hotels Inc. changed its name to OneFive Hotels Inc. on May 31, 2023.
Ichigo sold all shares of its subsidiary, Storage Plus Corp., on August 31, 2023.
Ichigo acquired additional shares of Collinear Inc. on September 29, 2023.

43

D. Key Matters to be Addressed
Ichigo 2030: Ichigo as a Sustainable Infrastructure Company
As a sustainable infrastructure company, Ichigo continues to grow and expand its core realestate and clean energy capabilities into new areas, as well as develop new businesses thatwill support its sustainable growth. In doing so, Ichigo is working to grow both its earnings
and its earnings stability, and generate new earnings streams that are less sensitive tochanges in real estate market conditions. In order to transform its business model to drive
significantly higher long-term growth for its shareholders, Ichigo developed Ichigo 2030, its
long-term vision. The key elements of Ichigo 2030 are described below.
A. Sustainable
We have entered an era when humanity must tread more lightly on our planet and learn to do
more with less. Ichigo already has an extensive track record in sustainable real estatethrough its business model of preserving and improving existing real estate, whichchallenges the wasteful cycle of demolition and redevelopment in Japanese real estate. With
Ichigo 2030, Ichigo will continue its long-standing commitment to sustainability whiledeveloping new technologies to extend the lives of key social infrastructure beyond 100
years. Sustainability is integral to the healthy development of people, society, and theenvironment.
b. Infrastructure
Ichigo has moved beyond the traditional view of real estate as simply physical buildings andland to one in which Ichigo more broadly provides key infrastructure that is fundamental topeople’s lives. Ichigo first expanded beyond real estate in 2012, when it began developing
solar power, offering sustainable energy to support a cleaner and safer Japan and world.
Ichigo 2030 takes this strategy forward by expanding the scope of Ichigo’s real estate andclean energy businesses into other types of infrastructure that contribute to creating richer,more fulfilling lives for the people of Japan.
Ichigo is now working to merge the physical infrastructure of daily life – offices, homes,
hotels – with the networks and data-driven possibilities of the digital world in order to offer
more enriching experiences to its clients, tenants, and other stakeholders. While continuing
to grow Ichigo’s existing businesses, Ichigo is increasing investments in new technologies
and talent and developing new partnerships with other companies who share oursustainability vision.
Cash flow generation is Ichigo’s most important business priority. The ability to generatecash underpins profitability, and robust cash generation funds growth investments and sharebuybacks that drive long-term growth in shareholder value.
Executing on this focus to grow value for shareholders, Ichigo achieved record-high stockearnings in FY24/2 and is working to further strengthen the sustainability and durability of
its earnings.
Due to its focus on cash flow generation, Ichigo sets cash-based KPIs and is establishing its
stock earnings/fixed expenses ratio as a new KPI. In addition, Ichigo is strengthening its
shareholder returns and raising its DOE (Dividend on Equity) target set in conjunction with
Ichigo’s progressive dividend policy due to expected stock earnings growth.
Ichigo believes that companies exist to serve society and need to address critical social
issues. It is therefore setting new KPIs that address Ichigo’s contribution to a sustainable
planet.

44

Updated Ichigo 2030 KPIs (FY25/2-FY30/2)
High Capital Productivity and High Cash Flow Generation(a) Cash ROE >18% (New)(b) ROE >15%(c) Economic Operating Cash Flow > Net Income
High Earnings Stability
1. FY30/2 Stock Earnings Ratio >60%
2. Stock Earnings/Fixed Expenses Ratio >200% (New)Shareholder Return Policy
1. Progressive Dividend Policy
Ichigo will continue its progressive dividend policy, originally adopted in FY17/2, in which
the dividend is maintained or raised every year.
2. DOE >4% (Increased from DOE >3%)
3. Flexible Deployment of Share Buybacks
Ichigo flexibly conducts share buybacks to optimize its capital structure and growshareholder value.
Work for a Sustainable Planet (New)
1. Ichigo Climate Positive: CO2 Reduction > Emissions
Ichigo CO2 reduction via Ichigo and Ichigo Green clean energy power production exceeds
CO2 emissions (Scope 1 and Scope 2) produced by Ichigo, Ichigo Office, Ichigo Hotel, andIchigo Green.
2. RE100: 100% renewable electricity across all operations by 2025
3. CDP Leadership Levels
Climate Change: A
Water Security: A (Currently A-)
Reference
Cash ROE = Cash Net Income (Net Income + Non-Cash Expenses) / Period Average
Shareholders’ Equity
Economic Operating Cash Flow = Cash Flows from Operations +/- any changes in Real
Estate and Power Plants for Sale
Stock Earnings: Primarily Rental Income, Power Generation Revenues, Base AM Fees
Fixed Expenses: Fixed SG&A + Interest Expenses
E. Key Business Segments (as of February 29, 2024)
Ichigo’s biggest segment is Sustainable Real Estate, in which Ichigo preserves and improves
real estate. Ichigo receives rental income during the period it is carrying out its value-add,
along with profits on sale that reflect the real estate’s higher value after the value-add iscomplete.
In addition to its value-add activity with respect to mid-size offices, hotels, and retail andother assets, Ichigo develops and operates solar and wind power plants to supply clean
energy and bring productive use to idle land.
45

F. Employees (as of February 29, 2024)
1. Employees (Consolidated)
Number of employees

Increase/decrease fromprevious fiscal year-end

461 (136)+89 (+26)

Clean Energy

19 (–)+1 (-1)Company-wide

72 (5)– (+3)

552 (141)+90 (+28)

Segment
Asset Management
Sustainable Real Estate

Total(Note 1) The number of employees is the number of full-time employees (excluding
workers dispatched from Ichigo to other companies and including workers
dispatched from other companies to Ichigo), including Directors who are also
employees.
(Note 2) The average number of non-full-time employees (including part-time andtemporary staff) is presented in parentheses.
(Note 3) On a year-on-year basis, the number of employees increased by 90 and thenumber of non-full-time employees increased by 28, primarily reflecting theaddition of employees from business expansions.
2. Employees (Parent company only)
Number of
employees

Increase/decrease
from previous fiscal
year-end

Average age

Average years of
employment

93 (6)+3 (+3)43.3 years old

7.3 years(Note 1) The number of employees is the number of full-time employees (excluding
workers dispatched from Ichigo to other companies and including workers
dispatched from other companies to Ichigo) including Directors who are also
employees.
(Note 2) The average number of non-full-time employees (including part-time andtemporary staff) is presented in parentheses.

46

G. Principal Lenders (as of February 29, 2024)
Lenders

AmountMizuho Bank, Ltd.

JPY 51.2 billion

Sumitomo Mitsui Banking Corporation

JPY 47.2 billion

SBI Shinsei Bank, Ltd.

JPY 7.3 billion

Kansai Mirai Banking Corporation

JPY 6.5 billion

The Bank of Fukuoka, Ltd.

JPY 6.2 billion(Note) These amounts are for corporate loans and do not include non-recourse loans
with respect to assets that Ichigo manages (e.g., TK (tokumei kumiai)
partnerships, etc.)
H. Policy on Dividends and Shareholder Distributions
Ichigo views distributions to its shareholders as an important priority.
Ichigo’s Board of Directors adopted a progressive dividend policy in FY17/2. This policy
underscores Ichigo’s commitment to driving continued organic earnings and dividend
growth for its shareholders. Under a progressive dividend policy, the previous year’s
dividend becomes the floor for the current year’s dividend. The dividend will be raised (orkept flat) but not cut, providing shareholders downside protection.
In addition to this progressive dividend policy, Ichigo has adopted a minimum DOE(dividend on equity) payout ratio of 4%. In contrast to an earnings payout policy, whichpays dividends based upon more volatile annual earnings, a DOE policy that pays dividends
based upon shareholder equity is by its very nature more stable and certain. Ichigo believes
that the combination of a progressive dividend and a DOE-based payout policy will
significantly increase the security, transparency, and growth of its dividend to the benefit of
Ichigo’s shareholders.
The FY24/2 dividend per share is JPY 9.
Dividend per Share
(JPY)
9.0

9
8
7

8.0
7.0

7.0

7.0

FY20/2

FY21/2

FY22/2

6
5
4
3
2
1
0

47

FY23/2

FY24/2

I. Other Material Matters
A. Share Buybacks
Ichigo’s Board of Directors decided to conduct share buybacks, pursuant to the provisionsof Articles 156 and 165 of the Company Law, at the Board of Directors meetings held on
August 30, 2023 and January 15, 2024. The details of the buybacks are as follows:
1. Share Buyback Rationale
To grow value for Ichigo shareholders
2. Share Buyback Summary
August 2023 Share Buyback
Number of Shares
AmountAverage Share Price
Buyback Period
Buyback Method

9,088,400
JPY 2,999,985,500
JPY 330
September 1, 2023 – January 9, 2024
In-market purchases via securities firm

January 2024 Share Buyback
Number of Shares
AmountAverage Share Price
Buyback Period
Buyback Method

4,598,600 (as of February 29, 2024)
JPY 1,771,496,800
JPY 385January 16, 2024 – July 16, 2024
In-market purchases via securities firm

B. Headquarter Office Move
Ichigo moved its headquarter office to 2-6-1 Marunouchi, Chiyoda-ku, Tokyo, onJanuary 5, 2024.

48

II. Other Matters
A. Shares and Shareholder Information (as of February 29, 2024)
1. Number of Authorized Shares:
2. Total Number of Shares Issued:
3. Number of Shareholders:

1,500,000,000 shares
505,402,018 shares (including 64,982,000 treasury shares)
39,407

Top 10 Shareholders
Name

Shares Held

Shareholding Ratio

ICHIGO TRUST PTE. LTD. (Standing Proxy: The Hong
Kong and Shanghai Banking Corporation Limited, Tokyo
Branch)225,108,200

51.11

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

27,375,300

6.22

MACQUARIE BANK LIMITED DBU AC(Standing Proxy: Citibank, N.A., Tokyo Branch)

22,653,000

5.14

Morgan Stanley MUFG Securities Co., Ltd.

21,283,280

4.83

JP JPMSE LUX RE BARCLAYS CAPITAL SEC LTD EQ CO(Standing Proxy: MUFG Bank, Ltd.)

16,794,954

3.81

Custody Bank of Japan, Ltd. (Trust Bank)

10,580,700

2.40

9,000,000

2.04

8,124,800

1.84

SMBC Nikko Securities Inc.

5,786,200

1.31

HOST-PLUS PTY LTD-HOSTPLUS POOLEDSUPERANNUATION TRUST-PARADICE GLOBALSMALL CAPS
(Standing Proxy: Citibank, N.A., Tokyo Branch)

4,519,830

1.03

351,226,264

79.75

THE NOMURA TRUST AND BANKING CO., LTD. AS
THE TRUSTEE OF REPURCHASE AGREEMENT
MOTHER FUND (Standing Proxy: Citibank, N.A., Tokyo
Branch)MORGAN STANLEY SMITH BARNEY LLC CLIENTSFULLY PAID SEG ACCOUNT(Standing Proxy: Citibank, N.A., Tokyo Branch)

TOTAL(Note 1) Shareholding Ratio is calculated excluding 64,982,000 treasury shares.
(Note 2) The Shareholding Ratio of Ichigo Trust Pte. Ltd., Ichigo’s largest shareholder,
increased during the period from 49.65% to 51.11% as a result of share buybacks.

49

B. Employee Stock Options
Detailed disclosure of Employee Stock Options issued as compensation for execution ofduties by officers and Directors are stated in the Additional Accounting Notes for the
Twenty-Fourth Annual Shareholder Meeting available on Ichigo’s corporate website:www.ichigo.gr.jp/en/ir/stocks/shareholders_info.html
C. Directors and Officers
1. Directors (as of February 29, 2024)
Position

Name

Responsibility and Other Business Affiliations

Scott
CallonChairman & Representative Statutory Executive Officer
Chairman of the Board of Directors, Nominating Committee Member,Compensation Committee Member, Compliance Committee Member
Partner and CEO, Ichigo Asset Management, Ltd.
Chairman, CEO, & Representative Director, Japan Display Inc.

TakumaHasegawa

President & Representative Statutory Executive Officer
Chairman of Nominating Committee, Compensation Committee, andCompliance Committee
Chairman & Director, Ichigo ECO Energy Co., Ltd.
Director, Collinear Inc.

Director

MinoruIshihara

Executive Vice President & Statutory Executive Officer (Sustainable Real
Estate) & COO
Director, Ichigo Investment Advisors Co., Ltd.
Chairman, President, & Representative Director, Miyako City Co., Ltd.
Chairman & Representative Director, Ichigo Marché Co., Ltd.
Chairman & Representative Director, OneFive Hotels Inc.
President & Representative Director, Miyazaki Sunshine FM Co., Ltd.
Chairman, President, & Representative Director, Centro Co., Ltd.
Director, I Think Rent Co., Ltd.
President, & Representative Director, FANTERIA Co., Ltd.
Chairman & Representative Director, Lychee Park Inc.
Chairman & Representative Director, Tegevajaro Miyazaki Inc.
Director, SNY 33rdst INC.

Director

Eri
Murai

Executive Managing Director & Statutory Executive Officer (HR)Independent
Director

TetsuyaFujita1

Chairman of Audit Committee, Nominating Committee Member,Compensation Committee Member, Compliance Committee Member
CEO & Representative Director, Creative Solutions Co., Ltd.
Executive Director, Postal Club Inc.

NorikoKawate2

Nominating Committee Member, Audit Committee Member, Compensation
Committee Member
President, CLEA Consulting Co., Ltd.
Partner, Cast Group
Independent Auditor, Sumitomo Bakelite Co., Ltd.
Independent Auditor, Nichireki Co., Ltd.
Civil Conciliation Committee Member, Tokyo District Court

Director

Director

Independent
Director

50

Position

Independent
Director

Independent
Director

Independent
Director

Name

Responsibility and Other Business Affiliations

Yukio
Suzuki3

Vice Chairman of Compliance Committee, Audit Committee Member
CEO, Belle Investment Research of Japan Inc.
Independent Director, Systena Corporation
Independent Director, WILLs Inc.
Independent Director, XNET Corporation
Independent Director, Nihonbashi Value Partners Co., Ltd.
Independent Director, Value Quest Partners Co., Ltd.

Nobuhide
NakaidoNominating Committee Member, Compensation Committee Member
Executive Director, Japan Association for Chief Human Resources Officers
Independent Director, eSOL Co., Ltd.
Independent Director, Sourcenext Corp.
Independent Director, JAC Recruitment Co., Ltd.

Sakon
Uda

Committee Member, Tokyo Metropolitan Government Urban PlanningCouncilIndependent Director, Dream Incubator Inc.
Independent Director, Pacific Consultants Co., Ltd.
Electricity Prices Advisor, Consumer Affairs Agency
Independent Director, Hokkoku Financial Holdings, Inc.
Executive Advisor, Change WAVE Group, Inc.

1

Audit Committee Member Tetsuya Fujita, serves as internal audit officer at a major life
insurance company, and is certified as an internal auditor. He thus has extensive
knowledge of internal auditing.
2
Audit Committee Member Noriko Kawate is a Certified Public Accountant as well as a
Certified Tax Accountant and thus has extensive knowledge of the finance and accounting
fields.
3
Audit Committee Member Yukio Suzuki has served important roles at financial conpanies
and thus has extensive experience and knowledge of corporate and securities research.
4
Ichigo has registered all of the Independent Directors with the Tokyo Stock Exchange as
meeting the Tokyo Stock Exchange’s qualifications for Independent Directors.
(Note) Ichigo has assigned officers and employees to assist the Audit Committee to fulfill
its duties. Independent from other officers and employees, they proactively collectinformation and work closely with the Audit Committee members on a daily basis toensure the effectiveness of auditing by the Audit Committee. As a result, Ichigo has
not appointed a full-time Audit Committee member.

51

2. Statutory Executive Officers (as of February 29, 2024)
Position

Name

Responsibility and Other Business Affiliations

Scott Callon

Overall Group Management
Partner & CEO, Ichigo Asset Management,
Ltd.
Chairman, CEO, & Representative Director,
Japan Display Inc.

President & Representative
Statutory Executive Officer

Takuma Hasegawa

Overall Group Management
Chairman & Director, Ichigo ECO EnergyCo., Ltd.
Director, Collinear Inc.

Vice Chairman

Akira Yamanouchi

AdvisorExecutive Vice President &Statutory Executive Officer &COO

Minoru Ishihara

Executive Vice President, Sustainable Real
EstateDirector, Ichigo Investment Advisors Co., Ltd.
Chairman, President, & Representative
Director, Miyako City Co., Ltd.
Chairman & Representative Director, Ichigo
Marché Co., Ltd.
Chairman & Representative Director, OneFive
Hotels Inc.
President & Representative Director, Miyazaki
Sunshine FM Co., Ltd.
Chairman, President, & Representative
Director, Centro Co., Ltd.
Director, I Think Rent Co., Ltd.
President & Representative Director,
FANTERIA Co., Ltd.
Chairman & Representative Director, Lychee
Park Inc.
Chairman & Representative Director,
Tegevajaro Miyazaki Inc.
Director, SNY 33rdst INC.

Executive Managing Director

Eri MuraiHR

Executive Managing Director

Takeyuki Yoshimatsu

Corporate Operations
Executive Vice President, Ichigo Investment
Advisors Co., Ltd.

Senior Statutory Executive
Officer

Takanori Sakamatsu

Finance

Senior Statutory Executive
Officer

Kazunori Kurita

Sustainable Engineering
President & Representative Director, Ichigo
Marché Co., Ltd.

Takashi Ohigawa

HR

Yasutoyo Senda

Audit

Chairman & Representative
Statutory Executive Officer

Senior Statutory Executive
Officer
Statutory Executive Officer

52

Statutory Executive Officer

Kenji Tanaka

Statutory Executive Officer

Hiroaki Fujii

Sustainable Infrastructure Business, DX
Acceleration
Corporate Design, Risk Management

Statutory Executive Officer

Naoko Furukawa

Accounting & Business Planning53

3. Directors and Statutory Executive Officers Who Stepped Down during the Current
Fiscal Year
N/A (none other than those whose terms expired).
4. Outline of Limited Liability Agreement with Independent Directors
In order to retain Independent Directors of high quality, Ichigo has signed limited liability
agreements with its Independent Directors pursuant to Article 427, Paragraph 1 of theCompany Law.
The extent of liability for compensation under the agreements is the minimum limited
liability amount as defined in Article 425, Paragraph 1 of the Company Law; provided thatthe liability is limited only when the Independent Directors have performed their duties ingood faith and without gross negligence.
5. Outline of Director Liability Insurance
Ichigo has entered into a director liability insurance agreement with an insurance company,
pursuant to Article 430, Paragraph 3, Clause 1 of the Company Law, that insures against
damages arising in relation to directors executing on their responsibilities and claims madewith respect to directors executing on their responsibilities. Insured persons include Ichigo’s
Directors and Statutory Executive Officers as well as any Director, Auditor, or Statutory
Executive Officer seconded to an Ichigo Group company. The agreement does not insure
against damages arising from certain exempted reasons such as willful misconduct. All
insurance premiums are borne by Ichigo.
6. Policy on Determining Compensation of Directors and Statutory Executive Officers
a. Basic Policy
Compensation of Directors and Statutory Executive Officers of Ichigo is determinedbased on factors including the duties of each individual, their contribution to Ichigo, basecompensation, and relevant work experience and expertise.
b. Specific Policies– Compensation of Directors
Compensation of Directors consists of a monthly base salary and a performance-based
bonus. The monthly base salary is a fixed amount based on the role andresponsibilities of each Director. The performance-based bonus is based on Ichigo’s
total corporate performance, the Director’s level of contribution towards value
creation across the Ichigo Group, and the Director’s level of achievement of theirrespective goals.
– Compensation of Independent Directors
Compensation of Independent Directors consists of a monthly base salary and aperformance-based bonus. The monthly base salary is a fixed amount in accordancewith the number of points assigned to each Independent Director based on theirrespective supervisory roles and past management experience and expertise. If a
performance-based director bonus is to be paid, the amount is based on a point system,
similar to that used for monthly base salary, taking into consideration the importanceof the supervisory function and the contribution towards value creation across the
Ichigo Group.

54

– Compensation of Statutory Executive Officers
Compensation of Statutory Executive Officers consists of a monthly base salary and aperformance-based bonus. The monthly base salary is a fixed amount based on the roleof each Statutory Executive Officer. The performance-based bonus is based on
Ichigo’s total corporate performance, the performance of the operating unit or area forwhich the Statutory Executive Officer is responsible, the Statutory Executive Officer’s
individual performance, and the Statutory Executive Officer’s contribution towards
enhancing operations and alignment with the corporate mission and corporate code of
conduct.
– Employee Stock Options
Stock options are granted to further strengthen commitment towards Ichigo’s
sustainable growth and the maximization of shareholder value. These stock options are
granted in addition to the compensation described above.

55

7. Total Compensation Paid to Directors and Statutory Executive Officers(JPY million)
Amount by Category
Base Salary

PerformanceBased Bonus

Stock Options

Number of
Recipients(persons)

304

89

199

15

3

82

36

43

1

10

51

34

13

4

7

Amount Paid
Directors(excluding
Independent
Directors)
Statutory
Executive
Officers
Independent
Directors(Note 1) As of the end of the period, there are nine Directors (including five Independent
Directors) and 13 Statutory Executive Officers (four of whom are also Directors),
resulting in a total of 18 officers. Since those who are both a Statutory Executive
Officer and a Director do not receive Statutory Executive Officer’s compensation,
The total amount and number of recipients are shown in the row of Directors andnot in the row of Statutory Executive Officers.
(Note 2) There is one Director (Scott Callon) that receives no compensation from Ichigo.
(Note 3) The total number of recipients is 21. This deviates from the total number of
Directors and Statutory Executive Officers as of February 29, 2024 (18), due to theinclusion of Directors that have stepped down.
(Note 4) In addition, Ichigo paid JPY 207 million as employee compensation to seven
Statutory Executive Officers who also serve as employees.
(Note 5) No compensation has been paid by Ichigo subsidiaries to Ichigo’s Independent
Directors.
(Note 6) The exercise of stock options during FY24/2 is disclosed in B. Employee Stock
Options.
(Note 7) The performance-based bonus is based on a comprehensive assessment of Ichigo’s
total corporate performance and growth in shareholder value and incorporates
metrics including achievement of Ichigo’s annual operating profit, recurring profit,
and net income targets, shareholder returns (dividend per share and the Dividendon Equity (DOE) ratio), and progress with respect to the KPIs set in the Ichigo
2030 long-term vision. Ichigo’s FY24/2 earnings exceeded revised-up operating
profit, recurring profit, and net income forecasts. Performance-based bonus
amounts were determined in light of FY24/2 net income increasing by 28.7% yearon-year.
Forecast

ActualActual vs. Forecast

Operating Profit

JPY 9,500 million

JPY 12,960 million

136%

Recurring Profit

JPY 6,000 million

JPY 10,391 million

173%

Net Income

JPY 10,000 million

JPY 12,108 million

121%

Dividend

JPY 8

JPY 9

113%

DOE

3%

3.8%

127%

(Note 8) FY24/2 compensation of Directors and Statutory Executive Officers has been56

reviewed by the Compensation Committee and complies with Ichigo’scompensation policy.
8. External Positions Held by Independent Directors
a. Positions in Other Companies and the Relationship between Ichigo and these Other
Companies– Independent Director Tetsuya Fujita is CEO of Creative Solutions Co., Ltd. andExecutive Director of Postal Club Inc. Ichigo has no relationship with Creative
Solutions Co., Ltd. or Postal Club Inc.
– Independent Director Noriko Kawate is President of CLEA Consulting Co., Ltd. and aPartner of Cast Group. Ichigo has no relationship with CLEA Consulting Co., Ltd. orCast Group.
– Independent Director Yukio Suzuki is CEO of Belle Investment Research of Japan Inc.
Ichigo has no relationship with Belle Investment Research of Japan Inc.
b. Positions as Independent Directors or their Equivalent in Other Companies andInstitutions– Independent Director Noriko Kawate is an Independent Auditor of Sumitomo BakeliteCo., Ltd., an Independent Auditor of Nichireki Co., Ltd, and a Civil Conciliation
Committee Member of the Tokyo District Court. Ichigo has no relationship with any ofthese institutions or companies.
– Independent Director Yukio Suzuki is an Independent Director of Systena Corporation,an Independent Director of WILLs Inc., an Independent Director and Audit Committee
Member of XNET Corporation, an Independent Director of Nihonbashi Value Partners
Co., Ltd., and an Independent Director of Value Quest Partners Co., Ltd. Ichigo has no
relationship with any of these companies.
– Independent Director Nobuhide Nakaido is an Executive Director of the Japan
Association for Chief Human Resources Officers and an Independent Director of eSOL
Co., Ltd., Sourcenext Corp., and JAC Recruitment Co., Ltd. Ichigo has no relationshipwith any of these institutions or companies.
– Independent Director Sakon Uda is a Committee Member of the Tokyo Metropolitan
Government Urban Planning Council, an Independent Director of Dream Incubator
Inc. and Pacific Consultants Co., Ltd., an Electricity Prices Advisor of the Consumer
Affairs Agency, an Independent Director of Hokkoku Financial Holdings, Inc., and an
Executive Advisor of Change WAVE Group, Inc. Ichigo has no relationship with any ofthese institutions or companies.
c. Relationship with Ichigo or Related Entities of Ichigo
The five Independent Directors have no spouses or relatives in the third degree or closer
who are Statutory Executive Officers of Ichigo or related entities.

57

d. Independent Director Activities in the Current Fiscal Year
Activities

Name

Independent
Director

Tetsuya Fujita

Independent
Director

Noriko Kawate

Independent
Director

Yukio Suzuki

Independent
Director

Nobuhide Nakaido

Independent
Director

Sakon Uda

Attended 11 out of 11 meetings (100%) of the Board of
Directors. Attended 20 out of 20 meetings (100%) of the Audit
Committee and attended 4 out of 4 meetings (100%) of theCompliance Committee. Attended 9 out of 9 meetings (100%) of
the Nominating Committee and 7 out of 7 meetings (100%) of
the Compensation Committee since becoming a member.
Commented and advised on resolutions and discussions from an
objective standpoint independent from the management team,primarily in the areas of corporate management, risk
management, and ESG.
Participated in the Nominating Committee, the Compensation
Committee, the Audit Committee, and the Compliance
Committee to focus on ensuring that the group’s corporate
governance and risk management function smoothly.
Attended 11 out of 11 meetings (100%) of the Board of
Directors. Attended 20 out of 20 meetings (100%) of the Audit
Committee. Attended 9 out of 9 meetings (100%) of theNominating Committee and 7 out of 7 meetings (100%) of theCompensation Committee since becoming a member.
Commented and advised on resolutions and discussions from a
proficient and objective standpoint independent from the
management team, primarily in the areas of finance andinvestment, and risk management, and played a supervisory andmonitoring function for management.
Attended 11 out of 11 meetings (100%) of the Board of
Directors. Attended 20 out of 20 meetings (100%) of the Audit
Committee and attended 4 out of 4 meetings (100%) of theCompliance Committee.
Commented and advised on resolutions and discussions from an
objective standpoint independent from the management team,primarily in the areas of corporate management, finance andinvestment, and risk management, with a focus on the value
creation process for the continued growth of shareholder value.
Attended 11 out of 11 meetings (100%) of the Board of
Directors. Attended 7 out of 7 meetings (100%) of theNominating Committee and attended 5 out of 5 meetings (100%)of the Compensation Committee.
Commented and advised on resolutions and discussions from an
objective standpoint independent from the management team,primarily in the areas of corporate management, finance andinvestment, and human resource development leveraging
expertise and experience as a management member of a global
company.
Also supervised management from a multifaceted perspective,
proactively providing opinions on driving governance functions
with a focus on appropriate risk-taking supporting forwardlooking and defensive corporate activities.
Attended 9 out of 9 meetings (100%) of the Board of Directors
after appointment as Independent Director.
Commented and advised on resolutions and discussions from an
objective standpoint independent from the management team,primarily in the areas of corporate management, ESG, and humanresource development, and provided effective management
oversight via opinions on long-term strategies and businessexecution to drive Ichigo’s continued growth.
58

D. Independent Auditor
1. Grant Thornton Taiyo LLC
2. Fees Paid to the Independent Auditor(i)Fees paid to the Independent Auditor during FY24/2
Fees for the services specified in Article 2, Paragraph 1 of theCertified Public Accountants Act (Act No. 103 of 1948)

JPY 70 million

Fees for the services other than those specified in Article 2,
Paragraph 1 of the Certified Public Accountants Act

JPY 1 million
JPY 71 million(ii)

Total monetary and other financial benefits payable by Ichigo andsubsidiaries to the Independent Auditor

JPY 97 million(Note 1) Pursuant to Article 399, Paragraph 1 of the Company Law and based on the“Auditor Evaluation & Selection Standards” and “Auditor Selection &Compensation Agreement Processes” set forth by Ichigo’s Audit Committee,
Ichigo’s Audit Committee concurs with the Independent Auditor’s fees after athorough confirmation and consideration of the content of the Independent
Auditor’s audit plan, execution of work, audit fee trends, and the Independent
Auditor’s calculation of its fee estimates.
(Note 2) Pursuant to both the Company Law and the Financial Instruments and Exchange
Law, the audit agreement between Ichigo and the Independent Auditor does notcall for itemizing the audit fee breakdown, and, thus as a practical matter, Ichigo is
not able to itemize the fees. Therefore, the fees paid to the Independent Auditor
show the total amount.
(Note 3) Ichigo pays fees to the Independent Auditor for services other than stipulated in
Article 2, Paragraph 1 of the Certified Public Accountant Act (non-audit services),such as the preparation of audit comfort letters.
3. Policy for the Determination of Dismissal or Non-Reappointment of the Independent
Auditor
The Audit Committee has stipulated a Policy for the dismissal or non-reappointment of
the Independent Auditor based on the “Auditor Evaluation & Selection Standards” and“Auditor Selection & Compensation Agreement Processes” set forth by Ichigo’s Audit
Committee. The Policy is as below:(a) The term of the Independent Auditor is one year, as specified in a one-year audit
contract.
(b) The reappointment of the Independent Auditor will be decided at the Audit Committee.
(c) 1. The selection, dismissal, or the non-reappointment of the Independent Auditor will
be decided at the Annual Shareholder Meeting. The Audit Committee made thedecision to place this on the shareholding meeting agenda.
2. In the event Ichigo decides to dismiss or not reappoint an Independent Auditor at
Ichigo’s discretion or for the breach of laws and regulations such as the Company
Law or the Certified Public Accountants Law, or the breach of the contract of59

engagement, the dismissal or the non-reappointment will be deliberated by the Audit
Committee with reference to the views of the Directors and Statutory Executive
Officers.
3. In the event the dismissal or the non-reappointment of the Independent Auditor is
to become the agenda of the shareholder meeting, the details of the agenda item will
be determined by the Audit Committee.
4. In the event the Independent Auditor contravenes his/her duty as an Auditor or if
proper duty as an Auditor stipulated in Article 340, Paragraph 1 of the Company Law
is deemed difficult, the Audit Committee may dismiss the Independent Auditor uponconsent of all Audit Committee members.
4. Matters Concerning Business Suspension Event by the Financial Services Agency of the
Independent Auditor in Last Two Years
Summary of Business Suspension announced by the Financial Services Agency on
December 26, 2023
(a) Party subject to business suspension
Grant Thornton Taiyo LLC(b) Details of business suspension- Suspension of operations related to new contracts for three months from January
1, 2024 to March 31, 2024, excluding the renewal of audit contracts and newcontracts associated with the listing of companies with whom an audit contract
exists- Business improvement order (improvement of operational management structure)- Prohibiting the partners materially responsible for the actions that resulted in thedisciplinary action from performing audit services for a period of three months
from January 1, 2024 to March 31, 2024(c) Reason for business suspension
Negligence by two certified public accountants who were Grant Thornton Taiyo
partners who certified that there were no material misstatements in their audit ofanother company’s financial statements.
(d) Reason for which Ichigo decided upon reappointment of the Independent Auditor
Based upon a detailed review, the Audit Committee concluded that it is appropriate toreappoint Grant Thornton Taiyo as Independent Auditor for Ichigo’s twenty-fifth
fiscal period, given that the Independent Auditor submitted a business improvement
plan that was accepted by the Financial Services Agency on January 31, 2024, and in
keeping with that business improvement plan has taken measures to improve audit
quality and prevent negligence. In addition, the Audit Committee found that the
Independent Auditor has been conducting an appropriate and rigorous audit of Ichigo.

60

E. Controls to Ensure Appropriate Business Conduct
Detailed disclosure of Controls to Ensure Appropriate Business Conduct is included in
the Additional Accounting Notes for the Twenty-Fourth Annual Shareholder Meeting
available on Ichigo’s corporate website:www.ichigo.gr.jp/en/ir/stocks/shareholders_info.html
1. Internal Controls to Ensure that Statutory Executive Officers and Employees Execute
Their Duties in Full Compliance with Japanese Law and Ichigo’s Articles ofIncorporation
2. Systems to Ensure Proper Storage and Management of Information Required for
Execution of Duty by Statutory Executive Officers
3. Risk Management Policies and Systems
4. Systems to Ensure Effective Execution of Duties by Statutory Executive Officers (5. Audit Committee and Audit Systems
6. Systems to Ensure Fully Appropriate Business Activities by Ichigo and its
Subsidiaries
Reference: Establishment and Status of Internal Structures to Prevent Dealings with
Anti-Social Forces
F. Policy on Corporate Control (Takeover Defenses)
Ichigo has not adopted any takeover defense, poison pill, or any other policy with respect
to entities or persons who would seek to control decisions with respect to Ichigo’s
financial and business policies.

61Consolidated Balance Sheet(As of February 29, 2024)(JPY million)

Item
AssetsCurrent Assets
Cash and deposits
Accounts receivable
Operational loan investments

Amount157,746
46,9172,448
1,324

Operational securities investments

14Real estate for sale
Other
Less: allowance for doubtful
accounts
Fixed Assets
Property, Plant, and Equipment
Buildings and structures
Depreciation
Buildings and structures (net)
Solar and wind power plant
equipment
Depreciation
Solar and wind power plant
equipment (net)Land
Buildings under construction
Solar and wind power plants underconstruction
Other
Depreciation
Other (net)
Intangible Assets
Goodwill
Leasehold rights
Other
Investments and Other Assets

103,721
3,720

Securities investments-401
209,269
185,232
58,641-13,072
45,568Long-Term Liabilities
Bonds
Long-term loans
Long-term non-recourse loans
Deferred tax liabilities
Long-term security deposits received-9,865

Other long-term liabilities

Amount56,162
16,726
3,162
20,878
6,413
4,039
136
4,805
194,572
4,306
146,043
35,265
1,323
7,229
404

29,234105,368
3,978
134
2,625
-1,678
947
2,498
989
1,332
176
21,537

3,766

Total Liabilities
Net Assets
Shareholders’ Equity
CapitalCapital reserve
Retained Earnings
Treasury shares
Accumulated Other Comprehensive
IncomeValuation gains (losses) on othersecurities
Deferred gains (losses) on
long-term interest rate hedges
Stock Options-835

Minority Interests

10,772

Total Net Assets
Total Liabilities and Net Assets

116,281
367,015

17,086
838

Deferred tax assets

682

Total Assets

Other current liabilities

39,099Long-term loans receivable

Other
Less: allowance for doubtful
accounts

Item
Liabilities
Current Liabilities
Short-term loans
Bonds (due within one year)
Long-term loans (due within one year)
Long-term non-recourse loans(due within one year)
Income taxes payable
Accrued bonuses

367,01562

250,734
105,727
26,892
10,31390,967-22,446-1,099-1,14344879

Consolidated Income Statement(March 1, 2023 – February 29, 2024)(JPY million)

Item
Revenue
Cost of Goods Sold
Gross Profit
SG&A
Operating Profit
Non-Operating Profit
Interest income
Dividend income
Foreign exchange gains
Mark-to-market gains on long-term interest rate
hedgesInsurance income
Other
Non-Operating Expenses
Interest expenses
Debt financing-related fees
Mark-to-market losses on long-term interest
rate hedges
Other
Recurring Profit
Extraordinary Gains
Gains on sale of fixed assets
Gains on sale of securities investments
Gains on sale of shares in affiliates
Redevelopment related up-front rental
compensation
Other
Extraordinary Losses
Loss on sale of fixed assets
Loss on disposal of fixed assets
Allowance for doubtful accounts
Impairment loss
Other
Pre-Tax Net Income
Income taxes – current
Income taxes – deferred
Pre-Minority Interest Net Income
Net Income Attributable to Minority Interests
Net Income

63

Amount82,74761,87520,872
7,911
12,960
36
361
1
109
104
112

725

2,349
262
330
351
4,376
89
3,960
327
224
102
45
1,087
2
169
6,156
-529

3,294
10,391

8,978

1,406
17,962
5,626
12,335
227
12,108

Consolidated Statement of Changes in Shareholders’ Equity(March 1, 2023 – February 29, 2024)(JPY million)
Shareholders’ Equity
CapitalReserve

CapitalBalance as of March 1, 2023
Changes in the Current
Fiscal Year
Share Issuance
Dividend Payment
Net Income
Change in Consolidated
Subsidiaries
Share Buyback
Sale of Treasury Shares
Changes in Items other thanShareholders’ Equity
Total Changes
Balance as ofFebruary 29, 2024

82,438

Total
Shareholders’Equity102,678-17,914-3,627
12,1088-3,627
12,10848-852

Retained
Earnings

26,888

11,2664

4-900Treasury
Shares-56-4,771239-4,771
183

4

-952

8,529

-4,531

3,049

26,892

10,31390,967-22,446

105,727

Other Comprehensive Income
Deferred Gains
Stock
Total Other
Valuation Gains (Losses) on(Losses) on
Long-Term Comprehensive Options
IncomeOther Securities Interest Rate
HedgesBalance as of March 1, 2023
Changes in the Current
Fiscal Year
Share Issuance
Dividend Payment
Net Income
Changes in Consolidated
Subsidiaries
Share Buyback
Sale of Treasury Shares
Changes in Items other thanShareholders’ Equity
Total Changes
Balance as ofFebruary 29, 2024

296

51

347

814

Minority Total Net
Interests Assets
10,552

114,3938-3,627
12,108-852-4,771183-1,439-6-1,44664

220-1,161-1,439-6-1,446

64

220

1,887

-1,14344-1,099879

10,772

116,28164

Parent Balance Sheet(As of February 29, 2024)(JPY million)

Item
AssetsAmountCurrent Assets
Cash and deposits
Accounts receivable
Operational securities investments
Short-term loans to affiliates
Advance payments
Accounts receivable – other
Other
Less: allowance for doubtful
accounts

53,96019,4551,503
1431,693
100
1,013
472

Fixed Assets
Property, Plant, and Equipment
Buildings and structures
Depreciation
Buildings and structures (net)
Land
Other
Depreciation
Other (net)
Intangible Assets
SoftwareLeasehold rights
Investments and Other Assets
Securities investments
Securities investments inaffiliates
Affiliate bonds
Securities investments in affiliates –otherLong-term loans receivable
Long-term loans to affiliates
Deferred tax assets
Other
Less: allowance for doubtful
accounts
Total Assets

Item
Liabilities
Current Liabilities
Short-term loans
Short-term loans of affiliates
Bonds (due within one year)
Long-term loans (due within one year)
Accounts payable
Accrued expenses
Income taxes payable-292

131,113
8,334
3,981
-704
3,277
4,851
331
-126
205
307
144
162
122,471
15,977

Advances received
Deposits received
Other
Long-Term Liabilities
Bonds
Long-term loans
Long-term loans of affiliates
Long-term security deposits received
Other long-term liabilities
Total Liabilities
Net Assets
Shareholders’ Equity
CapitalCapital reserve
Retained earnings
Capital reserve – other
Retained earnings
Earnings reserve

Amount39,64816,5006,100
3,000
11,808
1,438
200
364
37
24
174
80,7382,000
68,003
10,574119
40
120,386
64,677
26,892
11,212
11,2083
49,01844

6,872

Earnings reserve – other

48,9742,864

Retained earnings carried forward

48,97437,688Treasury shares-22,446

10

Revaluations and Adjustments
Valuation gains (losses) on othersecurities
Deferred gains (losses) on
long-term interest rate hedges
Stock Options

57,720
38
2,129
-829
185,073

-870
-916
45
879

Total Net Assets

64,686

Total Liabilities and Net Assets

185,07365

Parent Income Statement(March 1, 2023 – February 29, 2024)(JPY million)

Item
Revenue
Cost of Goods Sold
Gross Profit
SG&A
Operating Profit
Non-Operating Profit
Interest income
Dividend income
Mark-to-market gains on long-term interest rate
hedgesCredit guarantees income
Other
Non-Operating Expenses
Interest expenses
Debt financing-related fees
Mark-to-market losses on long-term interest
rate hedges
Other
Recurring Profit
Extraordinary Gains
Gains on sale of securities investments
Construction income
Government subsidy income
Gains on reversal of stock options
Extraordinary Losses
Loss on disposal of fixed assets
Allowance for doubtful accounts
Other
Pre-Tax Net Income
Income taxes – current
Income taxes – deferred
Net Income

66

Amount
8,448
411
8,036
3,825
4,210
814
350
109
6
18

1,299

1,207
199
330
135
85
100
60
51
35
994
148
960
-54

1,873
3,637

297

1,178
2,756
906
1,850

Parent Statement of Changes in Shareholders’ Equity(March 1, 2023 – February 29, 2024)(JPY million)
Shareholders’ Equity
Capital Surplus

CapitalRetained Earnings

Total
Treasury Shareholders’SharesEquityOther
Retained
Earnings

Other Total Earnings
Total
Capital Capital
CapitalRetained
Reserve Surplus Surplus Reserve Carried Earnings
Forward/Retained
Earnings

Balance as of
26,888 11,204
March 1, 2023
Changes in the Current
Fiscal Year
Share Issuance4
4
Dividend Payments
Share Buyback
Sale of Treasury
SharesNet Income
Changes in Items otherthan Shareholders’EquityTotal Changes
44Balance as of
26,892 11,208
February 29, 2024

Balance as of March 1, 2023
Changes in the Current Fiscal Year
Share Issuance
Dividend Payments
Share Buyback
Sale of Treasury Shares
Net Income
Changes in Items other thanShareholders’ Equity
Total Changes
Balance as of February 29, 2024

60 11,264

44

50,75150,795 -17,914

71,034-3,627-4,7718-3,627-4,771239

183

4-3,627
-56

-56

-56
1,850

1,850

1,850

-52

–

-1,776-1,776-4,531-6,356

3 11,212

44

48,97449,018 -22,446

64,677

Revaluation and Adjustment
Gains
Valuation Deferred
Total(losses)on
Gains (losses) Long-Term
Revaluation
on OtherandInterest Rate Adjustment
Securities
Hedges
230
53
283

Stock
Options

Total Net
Assets814

72,1328-3,627-4,771183
1,850-1,146-7-1,15464-1,089-1,146-916-745-1,154
-870

64
879

-7,44664,68667

Independent Auditor’s Report on the Consolidated Financial Statements
Report of Independent Auditor
April 11, 2024
To the Board of Directors of Ichigo Inc.
Grant Thornton Taiyo LLC
Tetsuro Shibatani, CPA, Designated and Engagement Partner
Daisuke Noda, CPA, Designated and Engagement Partner
Auditing Opinion
We have audited the consolidated financial statements of Ichigo Inc., namely the consolidated balance sheet, theconsolidated income statement, the consolidated statement of changes in shareholders’ equity and the notes toconsolidated financial statements, for the fiscal year from March 1, 2023 to February 29, 2024 pursuant to
Article 444, Paragraph 4 of the Company Law.
The consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Ichigo Group consisting of Ichigo Inc. and its consolidated subsidiaries for the period for the
consolidated financial statements in conformity with accounting principles generally accepted in Japan.
Auditing Opinion Rationale
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility
under the auditing standards are further described in the Auditor’s Responsibilities for the Audit of theConsolidated Financial Statements. We are independent from Ichigo Inc. and its consolidated subsidiaries inaccordance with the code of professional ethics in Japan, and we have fulfilled other ethical responsibilities as
the auditor. We believe we received sufficient and appropriate information to have a reasonable basis to express
our opinion.
Other Contents
Other contents refer to the business report and its supplementary information. It is the Management’s
responsibility to compile and disclose these contents. In addition, it is the Audit Committee’s responsibility tomonitor the execution of duties by Executive Officers and Directors in the development and operation of thereporting process for these other contents.
Our audit opinion on the consolidated financial statements does not include any other content, and we do not
express an opinion on the other contents.
Our responsibility in the audit of the consolidated financial statements is to read through the business report andits supplementary information, and examine if there is a difference between these contents and the consolidated
financial statements or the knowledge we acquired during the audit process, and whether there are otherindications of material error in these contents.
We are required to report the fact if we determine that there are material errors.
We note that there are no material errors to report.
Management & Audit Committee’s Responsibilities with Respect to the Consolidated Financial Statements
Management is responsible for compiling and indicating the consolidated financial statements in accordance withthe generally accepted accounting principles of Japan. This includes the operation and maintenance of an internal
compliance structure which management deems necessary to ensure that the consolidated financial statements
are compiled and indicated free of material misstatement in the form of fraud or error.
In preparing the Consolidated Financial Statements, the management shall evaluate whether it is appropriate toprepare the Consolidated Financial Statements based on the assumption of a going concern, and if it is required
to disclose matters of a going concern based on the corporate accounting standards generally accepted in Japan,
the management shall be responsible to disclose such matters.

68

The Audit Committee is responsible for overseeing the performance of duties of the Statutory Executive Officers
and Directors in developing and operating the Company’s financial reporting process.
Auditor’s Responsibility with respect to Auditing the Consolidated Financial Statements
The Auditor’s responsibility is to obtain reasonable assurance as to whether the consolidated financial statements
as a whole are free of material misstatement due to fraud or error, based on the audit performed by the Auditor,
and to create an independent Auditor’s report and express its opinion on the consolidated financial statements.
Misstatements may arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the decisions of those referring to the consolidated financial
statements. Audit is conducted in accordance with the auditing standards generally accepted in Japan byexercising professional judgement and conducting the following with professional skepticism throughout theauditing process:–

Identify and assess material misstatement risks, whether due to fraud or error. In addition, develop andimplement audit procedures in accordance with such material misstatement risks. The selection andapplication of audit procedures shall be at the discretion of the auditors. In addition, obtain sufficient andappropriate audit evidence to provide a basis for our opinion.

–

Although the purpose of auditing the Consolidated Financial Statements is not to express an opinion on theeffectiveness of internal controls, the Auditors have considered internal controls related to auditing incarrying out risk assessments in order to establish audit procedures that are appropriate to the circumstances.

–

Evaluate the appropriateness of the accounting policy adopted by the management and its application
method, as well as the reasonableness of the accounting estimates made by the management and theadequacy of the related notes.

–

Conclude whether it is appropriate for the management to prepare the Consolidated Financial Statements
based on the assumption of a going concern, and based on the audit evidence obtained, whether there is any
material uncertainty regarding events or circumstances that may raise significant doubts about theassumption of a going concern. If there is any material uncertainty regarding the assumption of a going
concern it is required to include in its Audit report cautions regarding the notes of the Consolidated
Financial Statements, and to include a qualified opinion regarding the Financial Statements if the notes of
the Consolidated Financial Statements concerning significant uncertainties are inappropriate. The auditors’
conclusions are based on the audit evidence obtained by the date of the audit report, but future events orcircumstances may prevent an entity from continuing as a going concern.

–

Evaluate whether the presentation and notes of the Consolidated Financial Statements are in compliancewith the corporate accounting standards generally accepted in Japan, as well as the presentation (including
the related notes), composition and contents of the Consolidated Financial Statements and whether theConsolidated Financial Statements fairly presents the underlying transactions and accounting events.

–

Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its
consolidated subsidiaries in order to express an opinion on the consolidated financial statements. The
auditor is responsible for directing, supervising and performing the audit of the consolidated financial
statements. The auditor is solely responsible for the audit opinion.

We communicate with the Audit Committee and its members regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant inadequacies in internal control
that we identify during our audit.
We also report to the Audit Committee and its members that we have complied with relevant ethicalrequirements regarding independence, and other matters that may reasonably be thought to bear on our
independence, and if any, related safeguards in order to remove or reduce the risk of matters which may affectour independence.
Potential Conflicts of Interest
There are no interests to be specified pursuant to the provisions of the Certified Public Accountant Law between
the Company and its consolidated subsidiaries and us or the engagement partner.

69

Independent Auditor’s Report on the Parent Financial Statements
Report of Independent Auditor
April 11, 2024
To the Board of Directors of Ichigo Inc.
Grant Thornton Taiyo LLC
Tetsuro Shibatani, CPA, Designated and Engagement Partner
Daisuke Noda, CPA, Designated and Engagement Partner
Auditing Opinion
We have audited the consolidated financial statements of Ichigo Inc., namely the balance sheet, the income
statement, the statement of changes in shareholders’ equity, the notes to financial statements, and their
supplementary information for the fiscal year from March 1, 2023 to February 29, 2024 pursuant to Article 436,
Paragraph 2 Item 1 of the Company Law.
The financial statements referred to above present fairly, in all material respects, the financial position of Ichigo
Inc. for the period for the consolidated financial statements in conformity with accounting principles generally
accepted in Japan.
Auditing Opinion Rationale
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under the auditing standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements. We are independent from Ichigo Inc. in accordance with the code of professional ethics in Japan, andwe have fulfilled other ethical responsibilities as the auditor. We believe we received sufficient and appropriate
information to have a reasonable basis to express our opinion.
Other Contents
Other contents refer to the business report and its supplementary information. It is the Management’s
responsibility to compile and disclose these contents. In addition, it is the Audit Committee’s responsibility tomonitor the execution of duties by Executive Officers and Directors in the development and operation of thereporting process for these other contents.
Our audit opinion on the financial statements does not include any other content, and we do not express an
opinion on the other content.
Our responsibility in the audit of the financial statements is to read through the business report and its
supplementary information, and examine if there is a difference between these contents and the financial
statements or the knowledge we acquired during the audit process, and whether there are other indications ofmaterial error in these contents.
We are required to report the fact if we determine that there are material errors.
We note that there are no material errors to report.
Management & Audit Committee’s Responsibilities with Respect to the Financial Statements
Management is responsible for compiling and indicating the financial statements in accordance with thegenerally accepted accounting principles of Japan. This includes the operation and maintenance of an internal
compliance structure which management deems necessary to ensure that the financial statements are compiled
and indicated free of material misstatement in the form of fraud or error.
In preparing the Financial Statements, the management shall evaluate whether it is appropriate to prepare the
Financial Statements based on the assumption of a going concern, and if it is required to disclose matters of a70

going concern based on the corporate accounting standards generally accepted in Japan, the management shall be
responsible to disclose such matters.
The Audit Committee is responsible for overseeing the performance of duties of the Statutory Executive Officers
and Directors in developing and operating the Company’s financial reporting process.
Auditor’s Responsibility with respect to Auditing the Financial Statements
The Auditor’s responsibility is to obtain reasonable assurance as to whether the financial statements as a whole
are free of material misstatement due to fraud or error, based on the audit performed by the Auditor, and to makean independent Auditor’s report and express its opinion on the financial statements. Misstatements may arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the decisions of those referring to the financial statements.
Audit is conducted in accordance with the auditing standards generally accepted in Japan by exercisingprofessional judgement and conduct the following with professional skepticism throughout the auditing process:–

Identify and assess material misstatement risks, whether due to fraud or error. In addition, develop andimplement audit procedures in accordance with such material misstatement risks. The selection andapplication of audit procedures shall be at the discretion of the auditors. In addition, obtain sufficient andappropriate audit evidence to provide a basis for our opinion.

–

Although the purpose of auditing the Financial Statements is not to express an opinion on the effectivenessof internal controls, the Auditors have considered internal controls related to auditing in carrying out risk
assessments in order to establish audit procedures that are appropriate to the circumstances.

–

Evaluate the appropriateness of the accounting policy adopted by the management and its application
method, as well as the reasonableness of the accounting estimates made by the management and theadequacy of the related notes.

–

Conclude whether it is appropriate for the management to prepare the Financial Statements based on theassumption of a going concern, and based on the audit evidence obtained, whether there is any material
uncertainty regarding events or circumstances that may raise significant doubts about the assumption of agoing concern. If there is any material uncertainty regarding the assumption of a going concern it is required
to include in its Audit report cautions regarding the notes of the Financial Statements, and to include a
qualified opinion regarding the Financial Statements if the notes of the Financial Statements concerning
significant uncertainties are inappropriate. The auditors’ conclusions are based on the audit evidence
obtained by the date of the audit report, but future events or circumstances may prevent an entity fromcontinuing as a going concern.

–

Evaluate whether the presentation and notes of the Financial Statements are in compliance with thecorporate accounting standards generally accepted in Japan, as well as the presentation (including therelated notes), composition and contents of the Financial Statements and whether the Financial Statements
fairly presents the underlying transactions and accounting events.

We communicate with the Audit Committee and its members regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant inadequacies in internal control
that we identify during our audit.
We also report to the Audit Committee and its members that we have complied with relevant ethicalrequirements regarding independence, and other matters that may reasonably be thought to bear on our
independence, and if any, related safeguards in order to remove or reduce the risk of matters which may affectour independence.
Potential Conflicts of Interest
There are no interests to be specified pursuant to the provisions of the Certified Public Accountant Law between
the Company and us or the engagement partner.

71

Ichigo Audit Committee Report

April 15, 2024
Audit Committee, Ichigo Inc.
Tetsuya Fujita, Audit Committee Member
Noriko Kawate, Audit Committee Member
Yukio Suzuki, Audit Committee Member
The Audit Committee has audited the execution of the duties of the Directors and Statutory Executive Officers
during the twenty-fourth fiscal year from March 1, 2023 to February 29, 2024. We report the method and resultsof this audit as follows:
1. Method and Description of Audit
The Audit Committee has received regular reports and has made requests for explanations as necessary fromthe Directors, Statutory Executive Officers, and employees of Ichigo regarding the details of resolutions by the
Board of Directors with respect to Article 416, Paragraph 1, Item 1, b and e of the Company Law and thesystem established under the resolutions (internal control system) and in accordance with audit policy andduties prescribed by the Audit Committee. In cooperation with the Internal Audit Department and otherinternal control related divisions of Ichigo, the Audit Committee has investigated the process and details ofdecision-making at important meetings, the details of principal-approved documents and other material
documents relating to the execution of business, the execution of duties by Statutory Executive Officers andemployees and reviewed Ichigo’s business and assets. With respect to subsidiaries, we have communicated andexchanged information with Directors and auditors of subsidiaries and received business reports fromsubsidiaries as necessary.
In addition, we have supervised and verified that the Independent Auditor was independent and conducted an
appropriate audit and received reports on the execution of duties from the Independent Auditor and requested
explanations as necessary. We have also received a report from the Independent Auditor that the structure toensure appropriate performance of duties (matters described in Article 131, each Item of the Company
Calculation Rules) has been established pursuant to laws and regulations including the Standards for Quality
Control of Audits (issued by Business Accounting Council on October 28, 2005) and that management
structures have been properly established within the audit firm.
By these methods, we have reviewed Ichigo’s own business report, financial statements (balance sheet, income
statement, statement of changes in shareholders’ equity and notes) and their schedules, along with Ichigo’s
consolidated financial statements (including the consolidated balance sheet, consolidated income statement,
consolidated statement of changes in shareholders’ equity and consolidated notes).
2. Results of Audit
A. Audit Results of Business Report(1) We note that the business report and its schedules present Ichigo’s status correctly pursuant to all laws
and regulations and the Articles of Incorporation.
(2) We note that there has been no misconduct with respect to the execution of duties by Directors andStatutory Executive Officers, nor have we discovered any material facts which violate laws andregulations or the Articles of Incorporation.
(3) We note that the details of the resolution by the Board of Directors with respect to the internal control
system are reasonable. Also, there is nothing material to be pointed out with respect to the execution ofduties on the internal control system by Statutory Executive Officers.

72

B. Audit Results of Financial Statements and their Schedules
We note that the method and results of the audit conducted by the Independent Auditor, Grant Thornton
Taiyo LLC, were reasonable.
C. Audit Results of Consolidated Financial Statements
We note that the method and results of the audit conducted by the Independent Auditor, Grant Thornton
Taiyo LLC, were reasonable.
(Note) All members of the Audit Committee are Independent Directors as provided in Article 2, Item 15 andArticle 400, Paragraph 3 of the Company Law.

73