Building a richer future together[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 13, 2016
Ichigo Inc. (Tokyo Stock Exchange First Section, 2337)
Representative: Scott Callon, Chairman and Representative Statutory Executive Officer

Materials for the Sixteenth Annual Shareholder Meeting

Dear Shareholders:
We are pleased to invite you to attend the Sixteenth Annual Shareholder Meeting of Ichigo Inc.
(“the Company”).
If you are unable to attend the meeting, you may exercise your voting rights via postal mailor the Internet. We would appreciate it if you could review the Reference Materials for the
Annual Shareholder Meeting attached below and cast your vote by returning the enclosed
voting form or by accessing our voting website (http://www.evote.jp) no later than Friday,
May 27, 2016, 6:30 p.m. JST.
1. Date and Time

Sunday, May 29, 2016 at 10:00 a.m.

2. Place

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

3. Agenda of the Meeting
Matters to be Reporteda.

Details of the Business Report, the Consolidated Financial Statements, and the results of theaudit of the Consolidated Financial Statements by the Independent Auditor and theCompany’s Audit Committee for the Sixteenth Term (from March 1, 2015 to February 29,
2016)

b. Report on the Financial Statements for the Sixteenth Term (from March 1, 2015 to February
29, 2016)
Matters to be Resolved
Proposal 1

Amendments to Articles of Incorporation

Proposal 2

Election of 9 Directors* Should you attend the meeting, please submit the enclosed voting form at the venue’s reception.
Please note that any amendments to the Reference Materials for the Annual Shareholder Meeting and the business
report, financial statements, and consolidated financial statements will be posted on our website at(http://www.ichigo.gr.jp/english).

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Additional Accounting Notes
As of this fiscal year, notes to the consolidated and parent financial statements which had previously been
included as part of these Materials for the Sixteenth Annual Shareholder Meeting have been disclosed
separately on our website at www.ichigo.gr.jp/library/english

Voting via the Internet
1. Handling of Concurrent Votes via Postal Mail and via the Internet
If you cast overlapping votes by using both the postal voting form and the Internet voting site, only thevotes casted on the Internet will be deemed effective.
2. Handling of Concurrent Votes on the Internet
If you cast multiple overlapping votes on the Internet voting site, only the last vote will be deemed
effective, whether from a PC, smart phone or a mobile phone.
3. Voting via the Internet
If you vote via the Internet, please review the following matters. If you attend the Meeting, voting via
postal mail (voting form) or via the Internet is unnecessary.
a. Voting Website(i)

You can only exercise your voting rights via the Internet by accessing and using the designatedwebsite (http://www.evote.jp/) from a PC, smart phone, or mobile phone (i-mode, EZweb orYahoo! Keitai*). Please note that the website is not available from 2 a.m. to 5 a.m. JST daily.
(*i-mode, EZweb, and Yahoo! are the trademarks or registered trademarks of NTT DoCoMo, Inc.,
KDDI Corporation, and Yahoo! Inc., U.S.A., respectively.)(ii)

Please note that if you use a firewall, have antivirus software installed, or use a proxy server, etc.,
there may be technical difficulties in exercising your voting rights via the Internet.

(iii) To exercise your voting rights from a mobile phone, please use i-mode, EZweb or Yahoo! Keitai.
To ensure security, you may not be able to vote from your mobile phone if the phone does notsupport encrypted transmission (SSL transmission) and mobile phone information transmission.
(iv) We will accept votes submitted via the Internet up until 6:30 p.m. JST on Friday, May 27, 2016,
but we would appreciate your promptness in voting. Please contact the help desk below if you
have any questions.
b. How to Vote via the Internet(i)

Please access our voting website (http://www.evote.jp), and use the log-in ID and temporary
password shown on the enclosed voting form. Follow the on-screen instructions to indicate yourconsent or dissent.

(ii)

To prevent unauthorized access (impersonation) and tampering of votes by third parties, please
note that you will be required to change the temporary password on the voting website.

(iii) We will inform you of a new login ID and temporary password for each Annual Shareholder
Meeting.
c. Fees for Accessing the Voting Website
Please note that you will be responsible for expenses such as dial-up Internet access fees and telephonecharges incurred by accessing the voting website. Please also note that you will be responsible for
expenses for the use of a mobile phone to cast your vote such as packet communication fees and othercharges.

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4. How to Receive Email Notices of Future Annual Shareholder Meetings
For those interested in receiving notices of future Annual Shareholder Meeting, please apply online via thevoting website on your PC or smart phone. (Please note that application via conventional mobile phones is
not available. Also, a mobile phone email address cannot be registered as the receiving email address.)

Inquiries concerning the Voting Process
Help Desk, Corporate Agency Division, Mitsubishi UFJ Trust and Banking Corporation
Toll-free telephone (within Japan): 0120-173-027 (9:00 a.m. to 9:00 p.m. JST)To Institutional Investors
You may use the electronic proxy-voting platform of the Tokyo Stock Exchange for electronic voting for
the Annual Shareholder Meeting of the Company.

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Table of Contents
Materials for the Sixteenth Annual Shareholder Meeting ---------------------------------------------- P1
Business ReportI.

Current Condition of the Company
A. Business Conditions in the Current Fiscal Year ----------------------------------------- P5
B. Earnings and Assets in the Past Three Fiscal Years ------------------------------------P6

C. Important Parent Company and Subsidiary Information ------------------------------

P7

D. Key Business Priorities --------------------------------------------------------------------P7

E. Key Business Segments -------------------------------------------------------------------- P8
F.

II.

Principal Offices ----------------------------------------------------------------------------P9

G. Employees -----------------------------------------------------------------------------------P9

H. Principal Lenders ---------------------------------------------------------------------------

P9

I.

Dividend and Distribution Policy --------------------------------------------------------- P10

J.

Other Material Matters Regarding the Company --------------------------------------- P10

Matters Regarding the Current Status of the Company
A. Matters Regarding Shares in the Company ---------------------------------------------P11

B. Stock Acquisition Rights (Stock Options) ----------------------------------------------- P12
C. Officers of the Company ------------------------------------------------------------------P19

D. Independent Auditor -----------------------------------------------------------------------

P24

E.

Structures to Ensure Fully Appropriate Business Activities --------------------------

P24

F.

Policy on Corporate Control --------------------------------------------------------------

P30

Consolidated Financial Statements
Consolidated Balance Sheet -------------------------------------------------------------------------

P31

Consolidated Income Statement --------------------------------------------------------------------

P32

Consolidated Statement of Changes in Shareholders’ Equity -----------------------------------

P33

Parent Financial Statements
Parent Balance Sheet ---------------------------------------------------------------------------------

P34

Parent Income Statement ----------------------------------------------------------------------------

P35

Statement of Parent Changes in Shareholders’ Equity -------------------------------------------

P36

Auditor’s Report on the Consolidated Financial Statements -------------------------------------

P37

Auditor’s Report on the Parent Financial Statements ---------------------------------------------

P38

Report of Audit Committee ------------------------------------------------------------------------------

P39

Reference Materials for the Annual Shareholder Meeting
Proposal 1 --------------------------------------------------------------------------------------------

P41

Proposal 2 --------------------------------------------------------------------------------------------

P43

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Business Report
From March 1, 2015
To February 29, 2016
I.

Current Condition of the Company

A. Business Conditions in the Current Fiscal Year
1. Business Results and Progress
As a result of Japanese government and Bank of Japan policies, corporate earnings and employment
conditions in Japan have improved during the current fiscal year. However, as a result of the sharp
decline in the price of oil and the slowdown of the Chinese economy, uncertainty over the economic
outlook is increasing. In Japan a warm winter also dampened seasonal consumer spending and delayed
progress against deflation. With currency movements remaining volatile and corporate earnings growthappearing to slow, the economic outlook for Japan remains unclear.
In the Japanese real estate market, tenants are seeking more room and moving to larger offices, which
has led to higher occupancy in Tokyo and other major regional cities as well as higher rents, mostnotably in central Tokyo. The J-REIT market has become significantly more diversified: despite adecrease in the value of office-related transactions, J-REITs have been actively acquiring hotel assets
due to expectations for strong growth in hotel rates. In addition, there have been several IPOs of newhealthcare REITs on the back of growing social demand for healthcare facilities.
With respect to the clean energy market, corporations with approvals to build solar power plants wholack the capability to comply with the Ministry of Economy, Trade and Industry’s revised, stricter
requirements to qualify for the 20-year guaranteed feed-in-tariff (FIT) are increasingly considering
exiting the market, creating opportunities for the Company to take over their approvals and launch newsolar power plants. In addition, since the tax-free period for qualified infrastructure funds has been
extended to 20 years, operators of utility-scale solar power plants, such as the Company, have a new
growth opportunity.
The Company is working to take advantage of this positive business environment to drive higher
earnings for its shareholders. Achieving an objective of its Shift Up 2016 Mid-Term Business Plan, theCompany moved its listing from JASDAQ to the Tokyo Stock Exchange First Section in November
2015. Furthermore, to support the growth of Ichigo Office REIT (security code 8975) and Ichigo Hotel
REIT (security code 3463, IPO November 2015), the Company is actively acquiring real estate assetsthat will drive on-going growth in its value-add and asset management businesses. With 26 utility-scalesolar power plants now operating nationwide, the Company has also turned profitable in its clean
energy business.
Specifically, in the past year the Company has executed on the following major initiatives: Moved its listing from JASDAQ to the Tokyo Stock Exchange First Section
 Expanded investments for growth (value-add real estate assets, Ichigo Office REIT and Ichigo
Hotel REIT bridge funds, etc.)
 Expanded the size and profitability of its clean energy business Improved the environmental characteristics of its owned and operated real estate as well as theearthquake resistance and functionality of such assets
 Provided high-quality asset management services and strengthened tenant leasing activities
 Launched a new business to provide real estate asset management services to individuals
 Improved borrowing terms including prolonging borrowing periods and cutting borrowing costs
through refinancing existing loans
 Recycled capital and generated profits on asset sales that reflect the Company’s value-add-5- Implemented numerous measures to strengthen the Ichigo brandAs a result, the Company recorded revenues of ¥49,699 million in the current fiscal year (+16.4%
year-on-year); an operating profit of ¥15,417 million (+88.3% year-on-year); a recurring profit of¥13,889 million (+91.4% year-on-year); and a net income of ¥12,925 million (+91.2% year-on-year).
2. Capital Expenditures
During the current fiscal year the Company had capital expenditures of ¥5,996 million to acquire
tangible fixed assets, primarily equipment such as solar panels for new solar power plants.
3. Financing
In order to further boost its profitability and increase the stability of its financial base, the Company has
made significant efforts to lower the cost, diversify the terms, and lengthen the tenor of its borrowings.
In the current fiscal year, the balance of interest-bearing corporate debt was ¥104,759 million (+79.6%
year-on-year), and the balance of non-recourse loans was ¥59,347 million (+35.1% year-on-year). Theinterest rates on these corporate and non-recourse loans declined 0.3% and 0.1%, respectively,
year-on-year.
The Company continues to have an extraordinarily stable and durable balance sheet, with long-term
debt constituting 90.1% of total debt. The Company continued to lengthen its average debt maturity to
8.7 years, and increased the amount borrowed from Japan’s megabanks to ¥64,583 million (+¥43,416
million year-on-year).
4. Business Transfers, Absorption-Type Splits or Incorporation-Type Splits
N/A
5. Transferred Businesses from Other Companies
N/A
6. Succeeding to Rights and Obligations relating to the Business of Other Companies by Absorption-Type
Merger or Absorption-Type Split
N/A
7. Acquisition and Disposition of Shares and Other Interests in Other Companies and Stock Acquisition
Rights, etc.
N/A

B. Earnings and Assets in the Past Three Fiscal Years

Revenues (million yen)
Recurring Profit(million yen)
Net Income (million yen)
Net Income per Share (yen)Total Assets (million yen)
Net Assets (million yen)
Net Assets per Share (yen)Thirteenth term

Fourteenth term

Fifteenth term

Sixteenth term

(Year ending
February 28, 2013)(Year ending
February 28, 2014)(Year ending
February 28, 2015)(Year ending
February 29, 2016)

16,39735,10142,70549,699

1,734

3,597

7,255

13,8891,637
731.98(3.66)
80,42831,066
12,704.44(63.52)

4,526

6,761

12,925

9.83

13.58

25.86

114,944
50,842

172,744
58,377

251,757
72,16697.42

111.54134.54(Note 1) Net Income per Share is calculated based on the average number of shares issued during the term. Net-6-

Assets per Share is calculated based on the number of outstanding shares as of the end of the fiscal year.
These figures do not include treasury shares.
(Note 2) Net Income and Net Income per Share are calculated as if the split of each of the Company’s shares into
200 shares as of September 1, 2013 had been implemented at the beginning of the Fourteenth Term.
Similarly, figures in ( ) above are calculated as if the stock split had been implemented at the beginning of
the Thirteenth term.

C. Important Parent Company and Subsidiary Information(1) Parent Company
N/A(2) Important Subsidiaries
Name

Percentage Ownershipof Voting Rights

CapitalBusiness Segment
J-REIT and private equity
real estate fund asset
management
Real estate businessincluding acquiring, leasing,selling, offering brokerage
and advisory services, andmanaging REIT bridge
funds
Clean energy businessgenerating and supplying
solar power, environmental
conservation engineering,and consulting
Real estate leasing,management, and purchaseand sale activity in the
Kyushu region
Formation of investment
funds for cross-border M&A
advisory

Ichigo Real Estate Investment
Advisors Co., Ltd.

¥400 million

100.00%Ichigo Estate Co., Ltd.

¥500 million

100.00%Ichigo ECO Energy Co., Ltd.

¥100 million

100.00%Ichigo Real Estate Services Fukuoka
Co., Ltd.

¥50 million

100.00%Ichigo Global Capital Co., Ltd.

¥10 million

100.00%Ichigo Marché Co., Ltd.

¥95 million

100.00%Wholesale market property
management

Miyako City Co., Ltd.

¥50 million

100.00%Large-scale retail store
management

Takara Building Maintenance Co., Ltd.

¥10 million

100.00%Comprehensive facility
management

D. Key Business Priorities
The rise in Japanese real estate prices continues, with cap rates (the yield on a real estate asset) reaching
the lowest level since prior to the 2008 Lehman Brothers bankruptcy. Considering how low cap rates
already are, the strengthening of the yen, and global investors’ low expectations for higher rents and prices
in Tokyo relative to other major cities globally, cap rates are thought unlikely to decline much further.
However, with the introduction of the Bank of Japan’s negative interest rate policy on February 16, 2016,
capital continues to flow into the Japanese real estate market. Monetary easing and low interest rates
globally appear likely to continue for the time being, and expectations for increased investment in realestate are high. Real estate cap rates broadly may not have much more room to fall, but in the short term
there may be a slight decline in cap rates in regional cities where a relatively high yield may yet be secured,and even over the medium term given the hunger for yield among investors it is reasonable to expect cap-7-rates to stay around the current low level.
In the context of this supportive business environment, the Company announced its new mid-term businessplan Power Up 2019. The key goals of Power Up 2019 are to: 1) drive further sustainable earnings growthin the Company’s core businesses; 2) develop new businesses that will be forward growth engines; and 3)
deepen the Company’s core capabilities and corporate strength.
The Company considers Power Up 2019’s KPIs to be commitments to its shareholders, and just as with
Shift Up 2016, the Company intends to exceed them.
Power Up 2019 Key Initiatives(1) Core Business Growth
List the Company’s solar assets on the TSE’s new Infrastructure Fund Market
Support the on-going growth of Ichigo Office REIT (8975) and Ichigo Hotel REIT (3463)
Expand the architecture and structural engineering team to deliver real estate that is
high-function, safe, secure, and environmentally friendly
Spin out a dedicated leasing team to drive tenant acquisition and rental income(2) New Business Creation
Extend the Company’s REIT-focused asset management business into the much larger physicalreal estate market
Grow the Company’s hotel business synergistically with Ichigo Hotel REIT
Launch one or more REtech businesses, fusing the Company’s Real Estate and IT capabilities(3) Finance as a Strategic Weapon
Grow both financial stability and earnings
De-collateralize loans, lengthen loan maturities, lower debt costs, get credit ratings, and issue
bonds to diversify funding profile(4) High Capital Efficiency and Organic Growth
ROE >15%(5) Best Place to Work
Support employee health and wellness
Goal: Japan’s number one company in providing opportunities for employees(6) Global Best Practice Governance and Compliance

E. Key Business Segments (as of February 29, 2016)
The Company’s core activity is to preserve and improve real estate. The Company 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 is complete. In addition to its value-add activity with respect to mid-size
office, hotel, and retail assets, the Company develops and operates solar power plants to supply clean
energy and bring productive use to idle land.

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F. Principal Offices (as of February 29, 2016)
Ichigo Inc.
Ichigo Real Estate Investment Advisors Co., Ltd.
Ichigo Estate Co., Ltd.
Ichigo ECO Energy Co., Ltd.
Ichigo Global Capital Co., Ltd.

Headquarters: Chiyoda-ku, Tokyo

Ichigo Real Estate Services Fukuoka Co., Ltd.

Headquarters: Fukuoka City, Fukuoka Prefecture

Ichigo Marché Co., Ltd.

Headquarters: Matsudo City, Chiba Prefecture

Miyako City Co., Ltd.

Headquarters: Miyazaki City, Miyazaki Prefecture

Takara Building Maintenance Co., Ltd.

Headquarters: Ryugasaki City, Ibaraki Prefecture(Note) Ichigo Marché Co., Ltd. moved from Chiyoda-ku, Tokyo to Matsudo City, Chiba Prefecture on
September 17, 2015.

G. Employees (as of February 29, 2016)
1. Employees of the Company (Consolidated basis)
Number of employees

233

Increase/decrease from the end of previous fiscal year

(613)

Increase by 15 (-1)(Note 1) The number of employees is the number of full-time employees (excluding workers dispatched from theCompany to other companies and including workers dispatched from other companies to the Company),
including directors who are also employees.
(Note 2) The average number of non-full-time employees (including part-time and temporary staff) is presented
in parentheses.

2. Employees of the Company (Parent basis)
Number of
employees

Increase/decrease
from the end of previous fiscal year

Average age

Average years of
employment

78 (1)

Increase by 13 (–)

41.4 years old

4.5 years(Note 1) The number of employees is the number of full-time employees (excluding workers dispatched from theCompany to other companies and including workers dispatched from other companies to the Company)
including directors who are also employees.
(Note 2) The average number of non-full-time employees (including part-time and temporary staff) is presented
in parentheses.
(Note 3) On a year-on-year basis the number of employees increased by thirteen; however, this was mainly due
to employees being moved from a subsidiary pursuant to a corporate reorganization.

H. Principal Lenders (as of February 29, 2016)
Lenders

AmountSumitomo Mitsui Banking Corporation¥36,083 million

Mizuho Bank, Ltd.

¥24,869 million

Kansai Urban Banking Corporation¥5,385 million

The Tokyo Star Bank, Limited¥4,866 million

Bank of Tokyo-Mitsubishi UFJ¥3,630 million(Note)

These amounts do not include non-recourse loans held by funds that the Company manages (e.g.,
tokumei kumiai partnerships, etc.)-9-I. Dividend and Distribution Policy
The Company views distributions to its shareholders via dividends and share repurchases as one of its
most important priorities.
In this fiscal period, the Company decided to pay a special dividend of 1 yen per share in addition to a 2
yen ordinary dividend, as announced on November 10, 2015 in “FY16/2 Dividend Forecast Revisions(Tokyo Stock Exchange First Section Listing Special Dividend).” As a result, the Company is paying 3
yen per share in this fiscal year, a 131 % increase year-on-year.
The Company’s Board of Directors adopted on April 19, 2016 a progressive dividend policy. This policy
underscores the Company’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 forthe current year’s dividend. The dividend will be raised (or kept flat) but not cut, providing shareholders
downside dividend protection.
In addition to this progressive dividend policy, the Company is newly setting a minimum DOE (dividendon equity) payout ratio of >3 %. In contrast to a “dividend payout ratio policy,” which calculates
dividends based upon annual earnings which can be highly volatile, a DOE policy paying dividends
based upon more stable shareholder equity is by its very nature more stable. The Company believes thatthe combination of a progressive dividend and a DOE-based payout policy will significantly increase thesecurity, certainty, and visibility of its dividend to the benefit of the Company’s shareholders.
J. Other Material Matters Regarding the Company
On November 17, 2015, the Company moved its listing from JASDAQ to the Tokyo Stock ExchangeFirst Section.

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II. Matters Regarding the Current Status of the Company
A. Matters Regarding Shares in the Company (as of February 29, 2016)
1. Number of Authorized Shares:

1,500,000,000 shares

2. Total Number of Shares Issued:502,523,100 shares (including 884,200 treasury shares)

3. Number of Shareholders:

36,0244. Major Shareholders (Top 10)

Name
Number of shares held (shares)

Shareholding ratio

ICHIGO TRUST PTE. LTD. (Standing
Proxy: The Hongkong and Shanghai
Banking Corporation Limited)298,721,200

59.55%MORGAN STANLEY MUFG
SECURITIES CO. LTD

22,626,934

4.51%

20,490,858

4.08%

7,237,800

1.44%

7,149,400

1.43%

3,669,900

0.73%

2,941,000

0.59%

TRUST & CUSTODY SERVICES BANK,
LTD. (Trust Account)

2,748,200

0.55%

BNY GCM CLIENT ACCOUNT JPRD AC
ISG (FE–AC) (Standing Proxy: The Bank ofTokyo-Mitsubishi UFJ, Ltd.)2,713,412

0.54%

THE MASTER TRUSTBANK OF JAPAN,
LTD. (Trust Account)

2,656,800

0.53%

TOTAL

370,955,504

73.95%BARCLAYS CAPITAL SECURITIESLIMITED (Standing Proxy: Barclays
Securities Japan Limited)
STATE STREET BANK AND TRUSTCOMPANY (Standing Proxy: The
Hongkong and Shanghai Banking
Corporation Limited)
JAPAN TRUSTEE SERVICES BANK,
LTD. (Trust Account)
UBS SECURITIES LLC-HFS CUSTOMERSEGREGATED ACCOUNT (Standing
Proxy: Citibank Japan Ltd.)BBH(LUX) FOR FIDELITY FUNDSPACIFIC FUND (Standing Proxy: The Bankof Tokyo-Mitsubishi UFJ, Ltd.)(Note) Shareholding ratio is calculated excluding treasury stock (884,200 shares).

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B. Stock Acquisition Rights (Stock Options)
1. Stock Acquisition Rights Issued as Consideration for Execution of Duties by Officers of the Company(as of February 29, 2016)
9th Stock Acquisition Right Plan
Date of resolution

July 14, 2009

Number of stock acquisition rights

566 units1

Type and number of shares

113,200 common shares (200 shares per unit)
No payment is required in exchange for stock acquisitionrightsIssue Price
Amount due upon exercise of each stockacquisition right
Period for exercise of rights¥13,400 per unit (¥67 per share)
August 15, 2011 – August 14, 2016

Exercise Conditions2
Holding by Directors

Directors(excluding Independent Directors)
Independent Directors
Statutory Executive Officers(excluding those who are Directors)

Number of stock acquisition rights:
Number of shares:
Number of holders:Number of stock acquisition rights:
Number of shares:
Number of holders:Number of stock acquisition rights:
Number of shares:
Number of holders:

146 units
29,200 shares
1
0 units
0 shares
0
100
100
units
units
20,000 shares
20,000 shares
1

1

Of the total stock acquisition rights, 246 have been issued to Officers. (1,287 units have been exercised in the fiscal
year ending February 2016.)

2

Exercise Conditions(i)

Any person who is allotted stock acquisition rights is required to remain in the position of Director,
Statutory Executive Officer, Advisor or employee of the Company, or Director, Statutory Executive Officer,
Auditor or Employee of the Company’s subsidiaries and other similar positions until the rights are exercised,
except for retirement due to expiration of term, mandatory retirement, and other cases approved by the
Board of Directors.

(ii) Pledges and other disposition of stock acquisition rights are not permitted.
(iii) If a person who is allotted stock acquisition rights should become deceased, the heir may exercise the rights
subject to the conditions provided for in the Stock Acquisition Rights Allotment Agreement as described in(iv).
(iv) Other conditions are subject to the Stock Acquisition Rights Allotment Agreement entered into between the
Company and recipient of stock acquisition rights pursuant to the resolution of the Company’s Board of
Directors.
(Note) Shares of the Company were split at a rate of 200 shares to one effective September 1, 2013.

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10th Stock Acquisition Right Plan
Date of resolution

August 8, 2011

Number of stock acquisition rights

3,296 units1

Type and number of shares659,200 common shares (200 shares per unit)
No payment is required in exchange for stock acquisitionrightsIssue Price
Amount due upon exercise of each stockacquisition right
Period for exercise of rights
Exercise Conditions¥11,000 per unit (¥55 per share)
August 9, 2013 – August 8, 20182

Holding by Directors

Directors(excluding Independent Directors)
Independent Directors
Statutory Executive Officers(excluding those who are Directors)

Number of stock acquisition rights:
Number of shares:
Number of holders:Number of stock acquisition rights:
Number of shares:
Number of holders:Number of stock acquisition rights:
Number of shares:
Number of holders:

2,208 units
441,600 shares
2
0 units
0 shares0
100 units
100 units
20,000 shares
20,000 shares1

1

Of the total stock acquisition rights, 2,308 units have been issued to Officers. (1,902 units have been exercised in
the fiscal year ending February 2016.)

2

Exercise Conditions(i) The Company must fully complete its buyback of either 61,693 shares or 616,930,000 yen as approved by
the Company’s Board of Directors on August 8, 2011.
(ii) Any person who is allotted stock acquisition rights is required to remain in the position of Director,
Statutory Executive Officer, Advisor or employee of the Company, or Director, Statutory Executive Officer,
Auditor or employee of the Company’s subsidiaries and other similar positions until the rights are exercised,
except for retirement due to expiration of term, mandatory retirement, and other cases approved by the
Board of Directors.
(iii) Pledges and other disposition of stock acquisition rights are not permitted.
(iv) If a person who is allotted stock acquisition rights should become deceased, the heir may exercise the rights
subject to the conditions provided for in the Stock Acquisition Rights Allotment Agreement as described in(v).
(v) Other conditions are subject to the Stock Acquisition Rights Allotment Agreement entered into between the
Company and recipient of stock acquisition rights pursuant to the resolution of the Company’s Board of
Directors.

(Note) Shares of the Company were split at a rate of 200 shares to one effective September 1, 2013.

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11th Stock Acquisition Right Plan
Date of resolution

August 24, 2012

Number of stock acquisition rights

9,085 units1

Type and number of shares

1,817,000 common shares (200 shares per unit)
No payment is required in exchange for stock acquisitionrightsIssue Price
Amount due upon exercise of each stockacquisition right
Period for exercise of rights
Exercise Conditions¥12,000 per unit (¥60 per share)
August 25, 2014 – August 24, 20192

Holding by Directors

Directors(excluding Independent Directors)
Independent Directors
Statutory Executive Officers(excluding those who are Directors)

Number of stock acquisition rights:
Number of shares:
Number of holders:Number of stock acquisition rights:
Number of shares:
Number of holders:Number of stock acquisition rights:
Number of shares:
Number of holders:

6,125 units
1,225,000 shares
30 units
0 shares0
80 units80 units
16,000 shares
16,000 shares
1

1

Of the total stock acquisition rights, 6,205 units have been issued to Officers. (510 units have been exercised in thefiscal year ending February 2016.)

2

Exercise Conditions(i)

The Company must pay an interim or full-year dividend in the 13th fiscal year (March 1, 2012-February 28,2013)(ii) Any person who is allotted stock acquisition rights is required to remain in the position of Director,
Statutory Executive Officer, Advisor or employee of the Company, or Director, Statutory Executive Officer,
Auditor or employee of the Company’s subsidiaries and other similar positions until the rights are exercised,
except for retirement due to expiration of term, mandatory retirement, and other cases approved by the
Board of Directors.
(iii) Pledges and other disposition of stock acquisition rights are not permitted.
(iv) If a person who is allotted stock acquisition rights should become deceased, the heir may exercise the rights
subject to the conditions provided for in the Stock Acquisition Rights Allotment Agreement as described in(v).
(v) Other conditions are subject to the Stock Acquisition Rights Allotment Agreement entered into between the
Company and recipient of stock acquisition rights pursuant to the resolution of the Company’s Board of
Directors.
(Note) Shares of the Company were split at a rate of 200 shares to one effective September 1, 2013.

- 14 -

12th Stock Acquisition Right Plan
Date of resolution

January 10, 2014

Number of stock acquisition rights

1,005,000 units1

Type and number of shares

1,005,000 common shares (1 share per unit)
No payment is required in exchange for stock acquisitionrightsIssue Price
Amount due upon exercise of each stockacquisition right
Period for exercise of rights
Exercise Conditions¥337 per unit
January 12, 2016 – January 10, 2021

2

Holding by Directors

Directors(excluding Independent Directors)
Independent Directors
Statutory Executive Officers(excluding those who are Directors)

Number of stock acquisition rights:
Number of shares:
Number of holders:Number of stock acquisition rights:
Number of shares:
Number of holders:Number of stock acquisition rights:
Number of shares:
Number of holders:

233,200 units
233,200 shares
3
11,500 units
11,500 shares
3
92,000 units
92,000 shares
92,000 shares8

1

Of the total stock acquisition rights, 336,700 units have been issued to Directors. (10,600 units have been exercisedin the fiscal year ending February 2016.)

2

Exercise Conditions(i)

Any person who is allotted stock acquisition rights is required to remain in the position of Director,
Statutory Executive Officer, Advisor or employee of the Company, or Director, Statutory Executive Officer,
Auditor or employee of the Company’s subsidiaries and other similar positions until the rights are exercised,
except for retirement due to expiration of term, mandatory retirement, and other cases approved by the
Board of Directors.

(ii) Pledges and other disposition of stock acquisition rights are not permitted.
(iii) If a person who is allotted stock acquisition rights should become deceased, the heir may exercise the rights
subject to the conditions provided for in the Stock Acquisition Rights Allotment Agreement as described in(iv).
(iv) Other conditions are subject to the Stock Acquisition Rights Allotment Agreement entered into between the
Company and recipient of stock acquisition rights pursuant to the resolution of the Company’s Board of
Directors.

- 15 -

13th Stock Acquisition Right Plan
Date of resolution

January 13, 2015

Number of stock acquisition rights

1,859,200 units1

Type and number of shares

1,859,200 common shares (1 share per unit)
No payment is required in exchange for stock acquisitionrightsIssue Price
Amount due upon exercise of each stockacquisition right
Period for exercise of rights
Exercise Conditions¥382 per unit
January 14, 2017 – January 13, 2022

2

Holding by Directors

Directors(excluding Independent Directors)
Independent Directors
Statutory Executive Officers(excluding those who are Directors)

Number of stock acquisition rights:
Number of shares:
Number of holders:Number of stock acquisition rights:
Number of shares:
Number of holders:Number of stock acquisition rights:
Number of shares:
Number of holders:1

Of the total stock acquisition rights, 616,000 units have been issued to Officers.

2

Exercise Conditions(i)

410,000 units
410,000 shares
3
24,000 units
24,000 shares
3
182,000 units
182,000 shares
182,000 shares 9

Any person who is allotted stock acquisition rights is required to remain in the position of Director,
Statutory Executive Officer, Advisor or employee of the Company, or Director, Statutory Executive Officer,
Auditor or employee of the Company’s subsidiaries and other similar positions until the rights are exercised,
except for retirement due to expiration of term, mandatory retirement, and other cases approved by the
Board of Directors.

(ii) Pledges and other disposition of stock acquisition rights are not permitted.
(iii) If a person who is allotted stock acquisition rights should become deceased, the heir may exercise the rights
subject to the conditions provided for in the Stock Acquisition Rights Allotment Agreement as described in(iv).
(iv) Other conditions are subject to the Stock Acquisition Rights Allotment Agreement entered into between the
Company and recipient of stock acquisition rights pursuant to the resolution of the Company’s Board of
Directors.

- 16 -

14th Stock Acquisition Right Plan
Date of resolution

January 13, 2016

Number of stock acquisition rights

1,500,000 units1

Type and number of shares

1,500,000 common shares (1 share per unit)
No payment is required in exchange for stock acquisitionrightsIssue Price
Amount due upon exercise of each stockacquisition right
Period for exercise of rights
Exercise Conditions¥474 per unit
January 14, 2018 – January 13, 2023

2

Holding by Officers

Directors(excluding those who are Directors)
Independent Directors
Statutory Executive Officers(excluding those who are also
Directors)

Number of stock acquisition rights:
Number of shares:
Number ofholders:
Number of stock acquisition rights:
Number of shares:
Numberof holders:Number of stock acquisition rights:
Number of shares:
Number of holders:1

Of the total stock acquisition rights, 390,000 units have been issued to Officers.

2

Exercise Conditions(i)

175,000 units
175,000 shares2
32,000 units
32,000 shares
4
183,000 units
183,000 shares
10

Any person who is allotted stock acquisition rights is required to remain in the position of Director,
Statutory Executive Officer, Advisor or employee of the Company, or Director, Statutory Executive Officer,
Auditor or employee of the Company’s subsidiaries and other similar positions until the rights are exercised,
except for retirement due to expiration of term, mandatory retirement, and other cases approved by the
Board of Directors.

(ii) Pledges and other disposition of stock acquisition rights are not permitted.
(iii) If a person who is allotted stock acquisition rights should become deceased, the heir may exercise the rights
subject to the conditions provided for in the Stock Acquisition Rights Allotment Agreement as described in(iv).
(iv) Other conditions are subject to the Stock Acquisition Rights Allotment Agreement entered into between the
Company and recipient of stock acquisition rights pursuant to the resolution of the Company’s Board of
Directors.

- 17 -

2. Stock Acquisition Rights Issued for the Consideration for Execution of Duties by Employees during theCurrent Fiscal Year

14th Stock Acquisition Right Plan
Date of resolution

January 13, 2016

Number of stock acquisition rights

1,500,000 units1

Type and number of shares

1,500,000 common shares (1 share per unit)
No payment is required in exchange for stock acquisitionrightsIssue Price
Amount due upon exercise of each stockacquisition right
Period for exercise of rights
Exercise Conditions¥474 per unit
January 14, 2018 – January 13, 2023

2

Holding by
Employees

Employees(excluding those who are Directors
and Statutory Executive Officers)
Directors and Employees of
Subsidiaries

Number of stock acquisition rights:
Number of shares:
Number of holders:Number of stock acquisition rights:
Number of shares:
Number of holders:1

Of the total stock acquisition rights, 1,110,000 units have been issued to employees.

2

Exercise Conditions(i)

1,110,000 units
1,110,000 shares206- units N/A
N/A- shares
N/A

Any person who is allotted stock acquisition rights is required to remain in the position of Director,
Statutory Executive Officer, Advisor or employee of the Company, or Director, Statutory Executive Officer,
Auditor or employee of the Company’s subsidiaries and other similar positions until the rights are exercised,
except for retirement due to expiration of term, mandatory retirement, and other cases approved by the
Board of Directors.

(ii) Pledges and other disposition of stock acquisition rights are not permitted.
(iii) If a person who is allotted stock acquisition rights should become deceased, the heir may exercise the rights
subject to the conditions provided for in the Stock Acquisition Rights Allotment Agreement as described in(iv).
(iv) Other conditions are subject to the Stock Acquisition Rights Allotment Agreement entered into between the
Company and recipient of stock acquisition rights pursuant to the resolution of the Company’s Board of
Directors.

3. Other Material Matters regarding Stock Acquisition Rights
N/A- 18 -

C. Officers of the Company
1. Corporate Directors (as of February 29, 2016)
Position

Name

Responsibility and Other Business Affiliations

Scott Callon

Chairman & Representative Statutory Executive Officer of the Company
Chairman of the Board of Directors, Nominating Committee Member,Compensation Committee Member
Chairman of Compliance Committee
Partner and Chief Executive Officer of Ichigo Asset Management, Ltd.
Independent Director of Chiyoda Co., Ltd.

Director

Kenji Iwasaki

Chairman & Representative Statutory Executive Officer of the Company
Chairman of Nominating Committee, Chairman of Compensation
Committee, Vice-Chairman of Compliance Committee
Chairman & Statutory Executive Officer of Ichigo Real Estate Investment
Advisors Co., Ltd.

Director

Takuma Hasegawa

President & Representative Statutory Executive Officer of the Company
Chairman & Director of Ichigo ECO Energy Co., Ltd.

Minoru Ishihara

Executive Vice President & Statutory Executive Officer(Real Estate Services) & COO of the Company
Compliance Committee Member
Chairman & Representative Director and President of Miyako City Co., Ltd.

Tetsuya Fujita1

Chairman of Audit Committee, Nominating Committee Member,Compensation Committee Member, Compliance Committee Member
President of ReMark Japan Co., Ltd.
Japan Advisor, Laureate International Universities

Maki Kumagai

Nominating Committee Member, Audit Committee Member, Compensation
Committee Member
Partner of Nijubashi Partners
Independent Director, Japan Best Rescue System Co., Ltd.

Director

Director

Independent
Director3

Independent
Director3

Nominating Committee Member, Audit Committee Member, Compensation
Committee Member
President of CLEA Consulting Co., Ltd.
Partner, Cast Group

Independent
Director3

Noriko Kawate

Independent
Director3

Kenichiro Yoshida

Partner and Executive Vice President of Ichigo Asset Management, Ltd.

Yukio Suzuki

Compliance Committee Member
CEO, Belle Investment Research of Japan Inc.
Advisor, Deloitte Touche Tohmatsu, LLC
Independent Director, Systena Corporation

Independent
Director3

2

1

Mr. Tetsuya Fujita, Audit Committee Member, has served as president of a major property insurance company inaddition to having served as internal audit officer at a major life insurance company and is certified as an internal
auditor, and thus has extensive knowledge of internal auditing.

2

Ms. Noriko Kawate, Audit Committee Member, is a Certified Public Accountant as well as a Certified Tax
Accountant and thus has extensive knowledge of the finance and accounting fields.

3

The Company has registered with the Tokyo Stock Exchange that Mr. Fujita, Ms. Kumagai, Ms. Kawate, Mr.
Yoshida, and Mr. Suzuki are independent directors.

(Note) The Company has assigned officers and employees to assist the Audit Committee to fulfill its duties.
Independent from other officers, these officers proactively collect information and work closely with the Audit- 19 -

Committee members on a daily basis, and thus the effectiveness of auditing by the Audit Committee is ensured.
Since such condition is maintained, the Company does not appoint a fulltime Audit Committee member.

2. Statutory Executive Officers (as of February 29, 2016)
Position
Chairman &Representative Statutory
Executive Officer
Chairman &Representative Statutory
Executive Officer
President & Representative
Statutory Executive Officer
Executive Vice President& Statutory Executive
Officer & COO
Senior Executive
Managing Director
Executive Managing
Director
Executive Managing
Director
Senior Statutory Executive
Officer

Name

Responsibility and Other Business Affiliations
Overall Group Management
Partner and Chief Executive Officer of Ichigo AssetManagement, Ltd.
Overall Group Management
Chairman & Statutory Executive Officer of Ichigo Real
Estate Investment Advisors Co., Ltd.
Overall Group Management
Chairman & Director of Ichigo ECO Energy Co., Ltd.
Real Estate Services
Chairman & Representative Director and President of
Miyako City Co., Ltd.

Scott Callon

Kenji Iwasaki
Takuma Hasegawa
Minoru Ishihara
Takashi Minamikawa

Finance

Eri Murai

Administration & HR

Go Watanabe

Finance

Takeyuki Yoshimatsu

Business Management

Statutory Executive Officer

Katsuhiko Hattori

Engineering

Statutory Executive Officer

Haruki Nakane

Compliance

Statutory Executive Officer

Hiroshi Shimazu

Audit

Statutory Executive Officer

Hisayoshi Towata

Finance

Statutory Executive Officer

Kenichi Nagao

Business Development, Special Projects

Statutory Executive Officer

Masaaki Yajima

Engineering, PM & BM, Planning
Executive Vice President of Takara Building
Maintenance Co., Ltd.

3. Directors and Statutory Executive Officers who Retired during the Current Fiscal Year
N/A
4. Outline of Limited Liability Agreement with Independent Directors
The Company has entered into agreements to limit liability under Article 423, paragraph 1 of theCompany Law pursuant to the provisions of Article 427, paragraph 1 thereof in order to retain talented
persons as Independent Directors.
The extent of liability for compensation under the agreements is the minimum limited liability amountas defined in Article 425, paragraph 1 of the Company Law; provided that the liability is limited only
when the Independent Directors have performed their duties in good faith and without gross negligence.

- 20 -

5. Total Remuneration Paid to Directors and Statutory Executive Officers
Number of
Recipients

Amount Paid

Directors(of whom are Independent Directors)

8(5)¥224 million(¥30 million)

Statutory Executive Officers

10

N/A

Total
(of whom are Independent Directors)

18(5)¥224 million(¥30 million)(Note 1) As of the end of the term, there are nine Directors (including five Independent Directors) and fourteen
Statutory Executive Officers (four of whom are also Directors), resulting in a total of nineteen officers.
Since those who are both a Statutory Executive Officer and a Director do not receive Statutory Executive
Officer's remuneration, the total amount and number of recipients are shown in the row of Directors andnot in the row of Statutory Executive Officers.
(Note 2) The numbers above do not include one Statutory Executive Officer who is also a Director and one
Independent Director, as they do not receive remuneration from the Company.
(Note 3) Since there is one director who retired, there is a difference between the twenty officers which is the sumof two officers not receiving remuneration (one who is Director and Statutory Executive Officer, and theone Independent Director) and the eighteen officers in the table above, and the total of nineteen officers asof the end of the current fiscal year.
(Note 4) The amount paid includes remuneration in the form of stock options of ¥30 million for Directors (ofwhich ¥2 million is for Independent Directors) and stock options of ¥16 million for Statutory Executive
Officers.
(Note 5) In addition, the Company paid ¥182 million as employee compensation to ten Statutory Executive
Officers. This amount includes remuneration in the form of stock options of ¥16 million.
(Note 6) Furthermore, subsidiary companies paid ¥3 million as remuneration to officers.

6. Policy on Determining Remuneration for Directors and Statutory Executive Officers
a. Basic Policy
Remuneration for Directors and Statutory Executive Officers of the Company is determined based on
the duties of each person, contribution to the Company, base compensation, prior experience, etc.
b. Specific Policies– Remuneration for Directors
Remuneration for Directors consists of a monthly base salary and a performance-based bonus. The
monthly base salary is a fixed amount based on the role and responsibilities of each Director, while
the performance-based bonus is based on the Company’s performance.
– Remuneration for Statutory Executive Officers
Remuneration for Statutory Executive Officers consists of a monthly base salary and aperformance-based bonus. The monthly base salary is a fixed amount based on the role andresponsibilities of each Statutory Executive Officer, whereas the performance-based bonus is basedon the performance of the Company and the department and individuals for which each Statutory
Executive Officer is responsible.
– Stock Options
Stock options are granted to Directors and Statutory Executive Officers to strengthen theirmotivation to improve performance for the benefit of shareholders. These stock options are granted
in addition to the remuneration described above.

- 21 -

6. Outside Offices Helda. Positions in Other Companies and the Relationship between the Company and these Other Companies– Tetsuya Fujita, Independent Director, is also President of ReMark Japan Co., Ltd. The Company
has no relationship with ReMark Japan Co., Ltd.
– Maki Kumagai, Independent Director, is also Partner of Nijubashi Partners. The Company has no
relationship with Nijubashi Partners..
– Noriko Kawate, Independent Director, is also President of CLEA Consulting Co., Ltd. and Partnerof Cast Group. The Company has no relationship with CLEA Consulting Co., Ltd. or Cast Group.
– Kenichiro Yoshida, Independent Director, is also Partner and Executive Vice President of Ichigo
Asset Management Co., Ltd. Ichigo Asset Management Ltd. has an Investment Advisory
Agreement with Ichigo Asset Management International, Pte. Ltd., which has a Discretionary
Investment Contract with Ichigo Trust Pte. Ltd., the Company’s controlling shareholder (numberof shares held: 298,721,200 shares; shareholding ratio: 59.55%).
– Yukio Suzuki, Independent Director, is also CEO of Belle Investment Research of Japan Inc. The
Company has no relationship with Belle Investment Research of Japan Inc.

b. Positions as Independent Directors in Other Companies– Tetsuya Fujita, Independent Director, is Japan Advisor to Laureate International Universities. The
Company has no relationship with Laureate International Universities.
– Maki Kumagai, Independent Director, is also Independent Director of Japan Best Rescue System
Co., Ltd. The Company has no relationship with Japan Best Rescue System Co., Ltd.
– Yukio Suzuki, Independent Director, is Independent Director of Systena Corporation. The
Company has no relationship with Systena Corporation.

c. Relationship with the Company or Related Entities of the Company
The five Independent Directors have no spouse or relatives in the third degree or closer who are
Statutory Executive Officers of the Company or related entities.

- 22 -

d. Principal Activities in the Current Fiscal Year
Activities

Independent
Director

Independent
Director

Independent
Director

Independent
Director

Independent
Director

Tetsuya Fujita

Attended 17 out of 17 meetings (attendance rate: 100%) of the Boardof Directors. Attended 23 out of 24 meetings (attendance rate:
95.8%) of the Audit Committee and attended 3 out of 3 meetings(attendance rate: 100%) of the Compliance Committee. Attended 6
out of 6 meetings (attendance rate: 100%) of the Nominating
Committee since becoming a member, and 9 out of 9 meetings(attendance rate: 100%) of the Compensation Committee.
Commented and advised on resolutions and discussions from an
objective standpoint independent from the management team.

Maki Kumagai

Attended 17 out of 17 meetings (attendance rate: 100%) of the Boardof Directors. Attended 2 out of 2 meetings (attendance rate: 100%) of
the Compliance Committee while serving as a member. Attended 17
out of 17 meetings (attendance rate: 100%) of the Audit Committee
since becoming a member. Attended 4 out of 4 meetings (attendance
rate: 100%) of the Nominating Committee 8 out of 8 meetings(attendance rate: 100%) of the Compensation Committee.
Commented and advised on resolutions and discussions from an
objective standpoint independent from the management team.

Noriko Kawate

Attended 17 out of 17 meetings (attendance rate: 100%) of the Boardof Directors. Attended 24 out of 24 meetings (attendance rate: 100%)of the Audit Committee. Attended 6 out of 6 meetings (attendance
rate: 100%) of the Nominating Committee and 9 out of 9 meetings(attendance rate: 100%) of the Compensation Committee since
becoming a member. Commented and advised on resolutions anddiscussions from an objective standpoint independent from the
management team.

Kenichiro Yoshida

Attended 17 out of 17 meetings (attendance rate: 100%) of the Boardof Directors. Commented and advised on resolutions and discussions
from an objective standpoint independent from the management
team.

Yukio Suzuki

Attended 15 out of 15 meetings (attendance rate: 100%) of the Boardof Directors since becoming Independent Director. Attended 1 out of
1 meeting (attendance rate: 100%) of the Compliance Committee
since becoming a member. Commented and advised on resolutions
and discussions from an objective standpoint independent from the
management team.

- 23 -

D. Independent Auditor
1. Grant Thornton Taiyo LLC
2. Amount of Fees for the Independent Auditor(i)Amount of fees for the Independent Auditor for the current fiscal year
Amount of fees for the services specified in Paragraph 1 of Article 2 of theCertified Public Accountants Act (Act No.103 of 1948)
Amount of fees for the services other than those specified in Paragraph 1
of Article 2 of the Certified Public Accountants Act¥76 million¥ — million¥76 million(ii)

Total monetary and other financial benefits payable by the Company andsubsidiaries to the Independent Auditor¥94 million(Note 1) Pursuant to Item 1 and 4, Article 399 of the Company Law, the Company’s Audit Committee agrees withthe amount of auditor’s remuneration after a thorough confirmation and consideration of the validity of
the content of auditor’s audit plan, execution of work, transition of remuneration, and calculation of
remuneration estimates Based on “Auditor Evaluation and Selection Standards” and “Auditor Selection
and Compensation Agreement Processes” set forth by the Audit Committee of the Company. .
(Note 2) Audit agreements between the Company and the Independent Auditor do not clearly itemize the amountsof audit fees for the audits under both the Company Law and the Financial Instruments and Exchange
Law, and, as a matter of practicality, the Company is not able to itemize them. Therefore, the amount offees for the Independent Auditor for the current fiscal year shows the total amount.

3. Policy for the Determination of Removal or Non-Reappointment of the Independent Auditor
If there is any reasonable doubt about the Independent Auditor performing its duties, the Audit
Committee will consider the removal or non-reappointment of the Independent Auditor based on thefacts. If the Audit Committee determines that the removal or non-reappointment is appropriate, it willpropose the same to the Annual Shareholder Meeting pursuant to the Regulations of the Audit
Committee.

E. Structures to Ensure Fully Appropriate Business Activities
1. Internal Control Systems
The Company, pursuant to the Company Law, has set forth a “Basic Policy for the Establishment ofStructure of Internal Controls,” established the required internal policies, ensured the legality andefficiency of the business of the Company, and established an appropriate risk management system.
The Company will strive to improve and reinforce these systems through continuous review.
a. Internal Controls to Ensure that Statutory Executive Officers and Employees Execute Their
Duties in Conformity with Laws and Regulations and the Company’s Articles of Incorporation(i) Corporate Governance– The Board of Directors determines material matters regarding management and supervises theexecution of duties by Statutory Executive Officers pursuant to laws and regulations, the Articles
of Incorporation, the resolutions of the Annual Shareholder Meeting, the Regulations of the Boardof Directors, the Ichigo Group’s Code of Corporate Ethics, the Ichigo Group’s Code of Conduct,
the Regulations of Administrative Authority and other rules. The Board of Directors has
established the Proposal and Reporting Standards to the Board of Directors and makes decisions- 24 -

on the execution of business to be determined by the Board of Directors pursuant to theStandards.
– The Statutory Executive Officers make decisions on the execution of business that are delegatedby the Board of Directors, and perform their duties pursuant to these decisions, the resolution of
the Board of Directors and internal regulations.
– In order for the Board of Directors to supervise the execution of duties by Statutory Executive
Officers, the Statutory Executive Officers report on the status of the execution of business to theBoard of Directors at least once in three months. Statutory Executive Officers monitor andsupervise the execution of each other’s duties.
– The status of the execution of duties by Statutory Executive Officers will be audited by the Audit
Committee.
(ii) Compliance– The Company has established the Ichigo Group’s Code of Corporate Ethics and the Ichigo
Group’s Code of Conduct which provide rules and regulations for action to be taken by officers
and employees including Directors and Statutory Executive Officers.
– The Company has established the Compliance Committee to deliberate major issues regarding
compliance. The Compliance Committee is independent from the Statutory Executive Officers.
– The Company has mandated that the Chairman & Representative Statutory Executive Officer andPresident & Representative Statutory Executive Officer, Statutory Executive Officers (Business
Management and Compliance Officer), and a division in charge of compliance management(Compliance) directly reporting to the President & Representative Statutory Executive Officer
promote compliance.
– The Company maintains an internal reporting system whereby Directors, Statutory Executive
Officers, and employees may report any questionable acts in terms of compliance through internalreporting contacts or outside lawyers.
(iii) Structure to Ensure Appropriate Financial Reports- The Company has established internal systems to ensure lawful, appropriate financial reports by
establishing internal regulations and by complying with the Financial Instruments and ExchangeAct, accounting standards and other related laws and regulations.
- The President, Statutory Executive Officers (Audit, Finance, Administration & HR, and Business
Management), and Audit Department promote and establish an internal structure which complies
with J-SOX.
(iv) Internal Audit
The Company has established a Statutory Executive Officer (Compliance) and an Internal Audit
Department which reports directly to the Audit Committee. The Statutory Executive Officer(Compliance) and Internal Audit Department conduct an internal audit of business with respect tocompliance with laws and regulations, the Articles of Incorporation, internal regulations, and theappropriateness of the execution of duties, and reports the results of such audit to the Audit
Committee, the President & Representative Statutory Executive Officer, and the Board of Directors.
The Statutory Executive Officer (Compliance) and the Internal Audit Office reports on corrective
activities called for by internal audit to the Audit Committee, the Chairman & Representative
Statutory Executive Officer, the President & Representative Statutory Executive Officer, and theBoard of Directors.
(v) Rejection of Anti-Social Forces– In order to prevent anti-social forces from entering into the real estate and financial markets, theCompany has established the Ichigo Group’s Code of Corporate Ethics which prohibits interaction
with anti-social forces in cooperation and coordination with the Police Department and other- 25 -

institutions.
– The Company has mandated the Statutory Executive Officer (Business Management andCompliance) and Compliance Department to eliminate interaction with anti-social forces byenhancing coordination and cooperation with the Police Department, lawyers, and other external
experts; become a member of police-related institutions; gather information; screen businesscounterparties; include provisions against anti-social forces in agreements, etc.
– In the event an anti-social force makes a request with respect to the Company, the Statutory
Executive Officer (Compliance) shall promptly contact the police, outside legal advisors, and eachgroup company and take a forceful attitude to reject such request.
(vi) Structure to Prevent Insider Trading– In order to prevent insider trading, the Chairman and President have appointed the Statutory
Executive Officer (Business Management) as the person responsible for information control withregards to information specified by the stock exchange and by the Company’s internal rules. The
Statutory Executive Officer (Finance) responsible for providing the management structure ofinternal information and for the management of the sales of specific securities by the employees
thoroughly prevents insider trading within each group company in cooperation with the Statutory
Executive Officer (Business Management).
b.

Systems for the Retention and Control of Information in the Execution of Duties by Statutory
Executive Officers
The Company properly retains and manages documents and other information in the execution ofduties by the Statutory Executive Officers with due care and in compliance with laws and regulations
and internal regulations.

c.

Risk Management Policies and Systems(i) The Company exercises risk management at the departmental level of the Company, establishes
basic policies on risk management, and determines the execution of risk management and othermaterial matters through the Business Management Department. The Business Management
Department also supports each department in establishing a risk management system andestablishes a company-wide, cross-departmental risk management system.
(ii) In order to enhance its risk management, the Company has appointed the Chairman &Representative Statutory Executive Officer, the Statutory Executive Officer (Business
Management), and Legal and Risk Management Departments as the risk management heads.
(iii) The Statutory Executive Officer (Business Management) and Business Management and Legal and
Risk Management Departments ensure risk management of material matters that involve
management decisions.
(iv) With respect to natural disasters and other risks, the Company has established risk management
systems in cooperation with each department, primarily driven by the Business Management
Department. The Company has established a system in which the Executive Vice President &Statutory Executive Officer creates a task force, prevents the expansion of damages, and speeds
recovery in the event of crisis.

d. Systems to Ensure Effective Execution of Duties by Statutory Executive Officers(i) The Board of Directors authorizes Statutory Executive Officers to make certain discretionary for theappropriate and agile execution of duties. In addition, in order to comprehensively discuss material
management matters which require approvals from the Chairman & Representative Statutory
Executive Officer, the President & Representative Statutory Executive Officer and each division
head & Statutory Executive Officer, the Senior Statutory Executive Officer (Finance) convenes
meetings including Statutory Executive Officers and ensures a smooth execution of duties.
(ii) The Company creates mid-term management plans, annual Company-wide targets, and annual- 26 -

division targets. The Senior Statutory Executive Officer (Finance) ensures effective and efficientmanagement by charting the Company’s progress against these objectives.
e. Directors and Employees Assisting the Performance of the Duties of the Audit Committee(i) Directors who assist in the performance of the duties of the Audit Committee will be determined by
the Board of Directors in line with the opinions of the Audit Committee.
(ii) Employees assisting the performance of the duties of the Audit Committee are members of the
Audit Department appointed by the head and of the Audit Department and the Audit Committee.
Following the direction of the Audit Committee or a member of the Audit Committee assigned by
the Audit Committee, the head of the Audit Department manages the members of the department orleads the execution of assisting in the performance of the duties of the Audit Committee
him/herself.
(iii)Statutory Executive Officers must confirm that the Audit Committee and employees assisting in theperformance of the duties of the Audit Committee receive no undue constraints in carrying out
duties. In case such employees receive undue constraints in carrying out duties, the employees canreport to the Audit Committee or one or more Audit Committee Members appointed by the Audit
Committee in advance, and ask to get such undue constraints eliminated.
f. Independence of Directors and Employees from Statutory Executive Officers
Directors and employees who assist in the performance of the duties of the Audit Committee report to
the Audit Committee. The appointment, transfer, appraisal, and compensation of the relevant
employees require the consent of the Audit Committee. This ensures independence from the Statutory
Executive Officers. Other matters regarding the independence of such Directors and employees fromthe Statutory Executive Officers are pursuant to internal regulations as separately provided.
g. Reporting by Directors, Statutory Executive Officers and Employees to the Audit Committee andOther Systems for Reporting to the Audit Committee(i) Audit Committee Members may attend the meetings of the Board of Directors, the Compliance
Committee, and other important meetings and hear the status of the execution of duties by Statutory
Executive Officers, inspect related materials, and ask for explanations and reports at the meetings.
(ii) All Statutory Executive Officers, heads of departments, and other staff members must explain andreport to the Audit Committee and Audit Committee Members as required.
(iii) Statutory Executive Officers and employees immediately report to the Audit Committee Members.
In case Statutory Executive Officers and employees report following its internal reporting system(including its external reporting system), such officer or employee follows the rules of the system.
1. Details of decisions which may have a material impact on finance and business (including
matters regarding compliance or risk management)
2. Matters that damage the establishment of internal compliance systems
3. Matters that affect the operation of internal reporting systems
4. Other matters that the Audit Committee or any member of the Audit Committee recognizes asmaterialh. Other Systems to Ensure Effective Audits by the Audit Committee(i) The Internal Audit Office works closely with the Audit Committee and the Audit Committee
Members by discussing the internal audit plan, conducting internal audits, and reporting the results
to the President & Representative Statutory Executive Officer, the Audit Committee and the Audit
Committee Members. Audit Committee Members and the Internal Audit Office also work closelywith the independent auditor and exchange opinions about matters on internal audit.
(ii) The Audit Committee or the Audit Committee Member designated by the Audit Committee may
retain any lawyers, certified public accountants, consultants and other outside advisors at the- 27 -

Company’s cost without prior approval from the Board of Directors or the Statutory Executive
Officers.
(iii) The Audit Committee Member designated by the Audit Committee reports the status of theexecution of duties by the Audit Committee to the Board of Directors at least once every threemonths.
i. Systems to Ensure Fully Appropriate Business Activities by the Company and its Subsidiaries(i) The Company’s subsidiaries share the Ichigo Group’s Management Philosophy, Code of Corporate
Ethics, and Code of Conduct.
(ii) The Company’s subsidiaries, pursuant to internal regulations, are managed and controlled by thedivisions that are in charge of managing subsidiaries, which are also responsible for providing
advice on matters of each company’s corporate governance, compliance, and risk management.
(iii) The Company has established Business Planning Departments in charge of Business Management
and management regulations of its subsidiaries, obtain reports on business developments fromthem, and conduct sound management of and guide each subsidiary to achieve its business goals.
(iv) The Audit Committee works closely with Group companies by holding liaison meetings with theauditors of the Group companies to exchange opinions about material matters on internal audit.
(v) The business activities of the Company’s subsidiaries are subject to an internal audit by the Internal
Audit Office to the extent that they do not conflict with laws and regulations.
(vi) In the case of any transaction with Ichigo Trust Pte. Ltd., the controlling shareholder of theCompany, the Company takes special care to protect minority shareholders and has in place andfollows appropriate procedures, including Board of Directors resolutions and reporting.
(vii) In order to prevent conflicts of interests, the Company has set a Conflict-of-Interest Control
Policy, and takes measures to prevent damage to clients’ interests.
(viii) Subsidiaries of the Company hold meetings attended by officers and executives of respective
companies to ensure the mobility of decision making and operational efficiency, and establish andmaintain a system where execution of duties by directors are reported regularly to the Company.
(ix) In accordance with the Company, its subsidiaries establish a corporate governance framework,
compliance structure (including the internal reporting system), a structure to secure the reliabilityof financial reporting, internal audit system, a system against anti-social forces, structure to prevent
insider trading, and systems regarding risk management. The Company’s subsidiaries also establish
and operate a system to secure that the officers and employees of the subsidiaries execute theirduties to comply with the laws and regulations, and the Articles of Incorporation.
2. Policies Against Anti-Social Forces
The Company has included its policy against anti-social forces in Ichigo Group’s Code of Corporate
Ethics, as well as established an internal system against anti-social forces based on its Basic Policies on
Internal Control System.
(a) Responsible Departments and Persons
The Company has appointed the Executive Vice President & Statutory Executive Officer as a
responsible manager and Business Management department as a responsible department whichhandles claims from anti-social forces in cooperation with relevant departments.
The Company also has a lawyer as an independent director and advisors who help supervise theCompany’s anti-social forces system.
(b) Cooperation and Coordination with External Experts
The Company has established a system against anti-social forces in cooperation and coordination
with external experts such as the Organized Crime Investigation Division of Tokyo Metropolitan- 28 -

Police Department, the Marunouchi Police Department, the National Center for the Elimination of
Boryokudan, and external lawyers, and is a member of associations to combat anti-social forces inTokyo and Osaka to receive guidance and share information.
(c) Collection and Management of Information on Anti-Social Forces
The Statutory Executive Officer (Compliance) is responsible for managing information on anti-social
forces gathered in and outside of the Company, and uses such information to ensure transaction
counterparties are not anti-social forces.
(d) No Acceptance of Anti-Social Forces
The Company shall not accept any claims from anti-social forces but shall reject them with a firm
attitude, in cooperation and coordination with external experts.
(e) Implementation of Provisions Against Anti-Social Forces
The Company shall set forth provisions against anti-social forces in standard written agreements, andterminate contracts if the counterparty is discovered to be an anti-social force.
(f) Anti-Social Forces Training
Directors and employees of the Company check their behavior based on the Compliance Check List
submitted to Chairman and Representative Statutory Executive Officer and President andRepresentative Statutory Executive Officer on a yearly basis. This Compliance Check List
contributes to raise awareness and check behavior of directors and employees and reinforce
understanding of procedures against anti-social forces and money laundering. Guidance from external
experts is also delivered to all directors and employees promptly to raise awareness and preventanti-social forces.
3. Overview of the Company’s Controls to Ensure Appropriate Business Conduct
Internal Controls to Ensure that Statutory Executive Officers and Employees Execute Their Duties
Fully in Conformity with Japanese Law and the Company’s Articles of Incorporation(i) Corporate Governance– The Company has established a board structure with a permanent majority of independent
directors and a committee system in which the independent directors take a central role. In doing
so, the Company is seeking to promote active and substantive discussion at board meetings onbehalf of shareholders, robust monitoring of business execution, and effective internal controls.
The Board of Directors is currently comprised of five independent directors who have expertise
relevant to the Company’s business and four directors from management. The Board of Directors
held seventeen meetings this fiscal year, and the Director attendance rate was 99%.
– The Board of Directors establishes the fundamental policies of the Company and monitors
business execution. The Board of Directors also defines the responsibilities of each of theCompany’s executive officers and delegates decision-making authority to these executive officers,
seeking to strike the right balance between speed and flexibility of business execution andtransparency of that business execution to allow robust monitoring by the Board of Directors.
– The Board of Directors conforms with all Japanese laws and regulations, all resolutions adopted
at shareholders’ meetings, the Company’s Articles of Incorporation and management policies, theCompany’s Code of Corporate Ethics, and the Company’s Code of Conduct.
– All Statutory Executive Officers provide business updates to the Board of Directors on a quarterly
basis to facilitate the Board’s understanding and monitoring of business execution.
– The Audit Committee is comprised solely of independent directors (currently three), and one ofits duties is to audit business execution by Statutory Executive Officers. The Audit Committee
held twenty-four meetings this fiscal year, and the Director attendance rate was 99%.

- 29 -

(ii) Compliance– The Company has a Code of Corporate Ethics and a Code of Conduct that binds every officer andemployee of the Company. The Company carries out regular compliance training to ensure fullcompliance with these Codes.
– The Company has mandated that the Chairmen, the President, the Statutory Executive Officers incharge of Business Management and Compliance, and a representative from the ComplianceDepartment take direct responsibility to support and strengthen the Company’s complianceculture. All significant business decisions of the Company also require approval from theCompliance Department. In addition, the Company held nine compliance training seminars thisfiscal year, and the Director, officer, and employee attendance rate was 97.8%.
– Although it is not mandated by Japanese law, the Company has chosen to establish a Compliance
Committee to monitor compliance. The Compliance Committee is currently comprised of three
Directors from management and two Independent Directors. The Compliance Committee held
three meetings this fiscal year, and the Director attendance rate was 100%.
– The Company provides access to external counsel for the Board of Directors, the Compliance
Committee, and the Compliance Department et al. to seek input on legal matters.
– The Company has established an ethics and compliance hotline in which Directors, officers, andemployees of the Company can consult privately and anonymously with external counsel andreport any and all issues.
(iii) Internal Audit– The Company has an Internal Audit Department, which reports to the President and is currently
comprised of one Statutory Executive Officer and two Audit staff. The Internal Audit Department
carries out regular audits of the full scope of the Company’s business to ensure compliance withall laws and regulations, the Company’s Articles of Incorporation, and all Company rules and toverify the appropriateness of the Company’s business execution. It is required to report the resultsof these audits to the Audit Committee, the President, and the Board of Directors.
– The Internal Audit Department carried out eight audits this fiscal year and reported the results to
the Audit Committee, the Chairmen, the President, and the Board of Directors.
F. Policy on Corporate Control (Takeover Defenses)
The Company has not adopted any takeover defense, poison pill, or any other policy with respect topersons who would seek to control decisions with respect to the Company’s financial and business
policies.

- 30 -

Consolidated Balance Sheet(As of February 29, 2016)(Million yen)
Item

AmountItem

AssetsCurrent Assets
Cash and cash equivalents

Liabilities
210,687

Current Liabilities

28,779Trade notes and accounts receivable

691

Operational investments in loans

1,324

Trade notes and accounts payable
Short-term borrowings
Short-term non-recourse loans

Operational investments insecurities

Amount18,16180
2,188
79

Long-term borrowings (due within
1,784

one year)

8,161

Real estate for sale

172,833

Deferred tax assets

1,766

Long-term non-recourse loans (duewithin one year)

Other

3,966

Income taxes payable

631

Deferred tax liabilities

53

Less: allowance for doubtful
accounts

2,975

(458)
41,069Accrued bonuses

Property, Plant, and Equipment

31,546Long-Term Liabilities

161,430

Buildings and structures

6,496

Non-recourse bonds

100

Depreciation total(2,666)Long-term borrowings

94,409Fixed Assets

Other current liabilities

13
3,979

Building and structures (net)

3,830

Long-term non-recourse loans

56,193Equipment

13,091

1,543

Depreciation total(824)

Equipment (net)12,267

Deferred tax liabilities
Long-term security deposits
received
Other long-term liabilities

Land

12,192

Total Liabilities

Building under construction

3,173

Other

292

Depreciation total(209)

Other (net)
Intangible Assets
Goodwill

8,707
475
179,591

Net Assets
Shareholders’ Equity

66,956

Capital26,57582

Capital reserve

10,9682,373

Retained earnings

29,454

1,942

Treasury shares(41)

Leasehold rights

392

Other

38
7,149

Other Comprehensive Income
Valuation gain (loss) on othersecurities
securities

5,486

Deferred gain (loss) hedges

Long-term loans receivable

12

Foreign currency translation

Deferred tax assets

39

adjustment

Other
Less: allowance for doubtful
accounts

1,736

Stock Options(124)

Minority Interests

4,357

Total Net Assets

72,166

Total Liabilities and Net Assets

251,757

Investments and Other Assets
Investments in securities

Total Assets

251,757(Amounts less than one million yen have been rounded down.)- 31 -

533
761
(251)

23
319

Consolidated Income Statement
From March 1, 2015
To February 29, 2016
(Million yen)
Item

AmountRevenues
Cost of Goods Sold
Gross Profit
SG&A
Operating Profit
Non-Operating Profit
Interest income
Dividend income
Amortization of negative goodwill
Other
Non-Operating Expenses
Interest expense
OthersRecurring Profit
Extraordinary Gain
Gain on sales of investment securities
Extraordinary Loss
Valuation loss on investments in securities
Provision of allowance for doubtful accounts
Office move expenses
Profit before Income Taxes
Income taxes-current
Income taxes-deferred
Profit before Gain on Minority Interests
Gain on minority interests
Net Income

49,69929,835
19,863
4,446
15,417
2
79
90
43
1,277
465

223
49
31
9
1,330
(369)

(Amounts less than one million yen have been rounded down.)- 32 -

215

1,743
13,889223

89
14,022960
13,062
136
12,925

Consolidated Statement of Changes in Shareholders' Equity
From March 1, 2015
To February 29, 2016

(Million yen)
Shareholders’ Equity
CapitalBalance as of March 1, 2015
Changes in the current fiscal year
Share IssuanceDistribution of surplus
Net Income
Change in consolidated subsidiaries
Sale of treasury stock
Changes in items other thanshareholders’ equity
Total changes
Balance as of February 29, 2016

Capital reserve

26,49910,87375

75

Retainedearnings

(78)

Total
shareholders’equity54,496

36

151
(648)
12,925
(23)
56

36
(41)

12,46066,956

Treasuryshares

17,201(648)
12,925(23)
19

75
26,57594
10,96812,252
29,454

Other Comprehensive Income
Foreign
Total Other
Valuation gain
Deferred gain
currency
Comprehensive(loss) on other(loss) hedges translation
Incomesecurities
adjustment
1,208
(36)
6
1,177

Balance as of March 1, 2015
Changes in the current fiscal year
Share IssuanceDistribution of surplus
Net Income
Change in consolidated
subsidiaries
Sale of treasury shares
Changes in items other than
(446)
(214)
shareholders’ equity
Total changes
(446)
(214)
Balance as of February 29, 2016
761
(251)
(Amounts less than one million yen have been rounded down.)- 33 -

Stock
Options

198

Minority
interests

2,505

Total net
assets58,377151(648)
12,925
(23)
56

16

(644)

120

1,852

1,328

16
23

(644)
533

120
319

1,852
4,357

13,78872,166

Parent Balance Sheet(As of February 29, 2016)(Million yen)
Item
AssetsCurrent Assets
Cash and cash equivalents
Receivables
Real estate for sale
Operating investment insecurities
Short-term loans to affiliates
Advance payment
Accounts receivable - other
Deferred tax assets
Other
Allowance for doubtful accounts
Fixed Assets
Tangible Assets
Buildings and structures
Depreciation total
Building and structures (net)
Land
Other
Depreciation total
Other (net)
Intangible Assets
SoftwareInvestments and Other
AssetsInvestment in securities
Investment in securities ofsubsidiaries and affiliates
Investment in securities ofother affiliates
Long-term investments inloans
Long-term loans to affiliates
Deferred tax assets
Other
Allowance for doubtful
accounts
Total Assets

Amount29,198
11,653
224
4,344
1,665
6,789
113
663
1,437
2,719
(413)
84,765
2,357
435
(199)
235
2,094
57
(30)
26
23
23
82,384
5,368

Item
Liabilities
Current Liabilities
Short-term borrowings
Short-term borrowings from
Affiliates
Long-term loans(due within one year)
Accounts payable
Expenses payable
Income taxes payable
Advances received
Deposits received
Other
Long-Term Liabilities
Long-term borrowings
Long-term borrowings
guaranteed
Other
Total Liabilities
Net Assets
Shareholders’ Equity
CapitalAdditional paid-in capital
Capital reserve
Other capital reserve
Retained earnings
Earnings reserve
Other retained earnings

5,271
60,88910
11,35633
473(1,017)
113,963

Carried forward retained
earnings
Treasury shares
Revaluation and Adjustment
Valuation gain (loss) on othersecurities
Deferred gain (loss) on hedges
Stock Options
Total Net Assets
Total Liabilities and Net Assets(Amounts less than one million yen have been rounded down.)- 34 -

Amount
7,874
285
600
5,616
895
24
196
95
20
140
43,86543,591262
1151,73961,413
26,575
10,968
10,891
76
23,91044
23,86623,866
(41)
491
703
(212)
319
62,223113,963

Parent Income Statement
From March 1, 2015
To February 29, 2016
(Million yen)

Item

AmountRevenues
Cost of Revenues
Gross profit
SG&A
Operating profit
Non-Operating Profit
Interest income
Dividend income
Other
Non-Operating Expenses
Interest expense
Other
Recurring Profit
Extraordinary Gain
Gain on sales of investment securities
Extraordinary Loss
Valuation loss on investments in securities
Provision of allowance for doubtful accounts
Valuation loss on subsidiaries and affiliates
Office move expenses
Profit before Income Taxes
Income taxes-current
Income taxes-deferred
Net Income(Amounts less than one million yen have been rounded down.)- 35 -

14,245
2,417
11,828
2,123
9,705
364
74
43
483
650
261

223
49
31
2
4
(327)
(289)

911
9,276
223

88
9,411
(616)
10,028

Statement of Parent Changes in Shareholders' Equity
From March 1, 2015
To February 29, 2016
(Million yen)
Shareholders’ Equity
Capital surplus

Capitalreserve

Other
capitalsurplusTotal
capitalsurplus

Earnings
reserve

26,49910,81557

10,8734475

75

CapitalBalance as of March 1, 2015
Changes in the current fiscalyear
New share issuanceDistribution of surplus
Sale of treasury stock
Net Income
Changes in items other thanshareholders’ equity (net)
Changes in the current fiscal
year
Balance as of February 29, 2016

Retained earnings
Otherretainedearnings

Carriedforward/retainedearnings
14,486

Treasurysharesshareholders’

14,531(78)

51,825

75
(648)
19

Total

Total
retainedearnings

(648)

19

36
10,02810,028equity

151
(648)
56
10,028

75

75

19

94

－

9,379

9,379

36

9,587

26,575

10,89176

10,96844

23,86623,910(41)

61,413

Balance as of March 1, 2015
Changes in the current fiscal year
New share issuanceDistribution of surplus
Sale of treasury shares
Net Income
Changes in items other than shareholders’equity (net)
Changes in the current fiscal year
Balance as of February 29, 2016

Revaluation and adjustment
Valuation gain
Deferred gain
Total revaluation(loss) on other(loss) hedges
and adjustment
securities
1,096
(5)
1,091

Stock options

198

Total net assets

53,115151(648)
56
10,028

(393)

(206)

(600)

120

(479)

(393)
703

(206)
(212)

(600)
491

120
319

9,107
62,223(Amounts less than one million yen have been rounded down.)- 36 -

Auditor's Report on the Consolidated Financial Statements

Report of Independent Auditors
April 13, 2016
To the Board of Directors of Ichigo Inc.
Grant Thornton Taiyo LLC
Satoshi Kirikawa, CPA, Designated and Engagement Partner(seal)

Hiroaki Ohkane, CPA, Designated and Engagement Partner(seal)

Kenta Nishimura, CPA, Designated and Engagement Partner(seal)We have audited the consolidated financial statements of Ichigo Inc., namely the consolidated balance
sheet, the consolidated income statement, the consolidated statement of changes in shareholders' equity
and the notes to consolidated financial statements, for the fiscal year from March 1, 2015 to February 29,
2016 pursuant to Article 444, paragraph 4 of the Company Law.
Management’s Responsibility with respect to the Financial Statements
Management is responsible for compiling and indicating the consolidated financial statements inaccordance with the generally accepted accounting principles of Japan. This includes the operation andmaintenance of an internal compliance structure which management deems necessary to ensure that theconsolidated financial statements are compiled and indicated free of material misstatement in the form offraud or error.
Auditor’s Responsibility
The responsibility of the Auditor is to perform an independent audit and declare an opinion with respect
to the consolidated financial statements. We conducted our audit in accordance with auditing standards
generally accepted in Japan. Those standards require that we obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement.
We conducted our audit by carrying out auditing procedures on amounts in the consolidated financial
statements and information we received from the Company. These procedures included sampling andtesting based on our assessment of the potential risk of material misstatement in the form of fraud or
error. Although our intent is not to express an opinion regarding the appropriateness of the internal
compliance structure, we did assess operation of the internal compliance structure to the extent it affects
the accuracy of the consolidated financial statements. This included an overall assessment of theconsolidated financial statements and any assumptions made by management with respect to theCompany’s accounting policies or their application, and any estimates indicated in the consolidated
financial statements.
We believe we received sufficient and appropriate information to have a reasonable basis to express ouropinion.
Auditing Opinion
In our opinion, 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.
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.

- 37 -

Auditor's Report on the Parent Financial Statements
Report of Independent Auditors
April 13, 2016
To the Board of Directors of Ichigo Inc.

Grant Thornton Taiyo LLC
Satoshi Kirikawa, CPA, Designated and Engagement Partner(seal)

Hiroaki Ohkane, CPA, Designated and Engagement Partner(seal)

Kenta Nishimura, CPA, Designated and Engagement Partner(seal)We have audited the sixteenth term financial statements of Ichigo Inc., namely the balance sheet, theincome statement, the statement of changes in shareholders' equity and the notes to the financial
statements and schedules, for the fiscal year from March 1, 2015 to February 29, 2016 pursuant to Article
436, paragraph 2, item 1 of the Company Law.
Management’s Responsibility with respect to the Financial Statements
Management is responsible for compiling and indicating the financial statements and notes and schedules
thereto in accordance with the generally accepted accounting principles of Japan. This includes theoperation and maintenance of an internal compliance structure which management deems necessary toensure that the financial statements and notes and schedules are compiled and indicated free of material
misstatement in the form of fraud or error.
Auditor’s Responsibility
The responsibility of the Auditor is to perform an independent audit and declare an opinion with respect
to the financial statements and the notes and schedules. We conducted our audit in accordance with theauditing standards generally accepted in Japan. Those standards require that we obtain reasonableassurance about whether the financial statements and schedules are free of material misstatement.
We conducted our audit by carrying out auditing procedures on amounts in the financial statements andnotes and schedules and information we received from the Company. These procedures included
sampling and testing based on our assessment of the potential risk of material misstatement in the form offraud or error. Although our intent is not to express an opinion regarding the appropriateness of theinternal compliance structure, we did assess operation of the internal compliance structure to the extent it
affects the accuracy of the financial statements and notes and schedules. This included an overall
assessment of the consolidated financial statements and notes and schedules and any assumptions madeby management with respect to the Company’s accounting policies or their application, and any estimatesindicated in the financial statements and notes and schedules.
We believe we received sufficient and appropriate information to have a reasonable basis to express ouropinion.
Auditing Opinion
In our opinion, the financial statements and schedules referred to above present fairly, in all material
respects, the financial position of Ichigo Inc. for the period for the financial statements and schedules inconformity with accounting principles generally accepted in Japan.
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.

- 38 -

Report of Audit Committee
Audit Report
April 19, 2016
Audit Committee, Ichigo Inc.
Tetsuya Fujita, Audit Committee Member (seal)
Noriko Kawate, Audit Committee Member (seal)
Maki Kumagai, Audit Committee Member (seal)
The Audit Committee has audited the execution of the duties of the Directors and Statutory Executive Officers
during the sixteenth fiscal year from March 1, 2015 to February 29, 2016. We report the method and results ofthis audit as follows:
I. 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 the Company regarding the details of
resolutions by the Board of Directors with respect to Article 416, paragraph 1, item 1, b and e of theCompany Law and the system established under the resolutions (internal control system) and in accordancewith audit policy and duties prescribed by the Audit Committee. In cooperation with the Internal Audit
Office and other internal control related departments of the Company, the Audit Committee has investigatedthe process and details of decision-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 and employees and reviewed the Company's business and assets. With respect
to subsidiaries, we have communicated and exchanged information with directors and auditors ofsubsidiaries and received business reports from subsidiaries as necessary.
With respect to the internal control framework for financial disclosures required under the Financial
Instruments and Exchange Law, we received appraisals and auditing reports from the Statutory Executive
Officer and Grant Thornton Taiyo LLC, and as necessary we requested further clarifications.
In addition, we have supervised and verified that the Independent Auditor was independent and conducting
an appropriate audit and received reports on the execution of duties from the Independent Auditor andrequested explanations as necessary. We have also received a report from the Independent Auditor that thestructure to ensure appropriate performance of duties (matters described in Article 131, each item of theCompany Calculation Rules) has been established pursuant to laws and regulations including the Standardsfor Quality Control of Audits (issued by Business Accounting Council on October 28, 2005) and thatmanagement structures have been properly established within the audit firm.
By these methods, we have reviewed the Company’s own business report, financial statements (balance
sheet, income statement, statement of changes in shareholders’ equity and notes) and their schedules, alongwith the Company’s consolidated financial statements (including the consolidated balance sheet,consolidated income statement, consolidated statement of changes in shareholders’ equity and consolidated
notes).
II. Results of Audit
A. Audit Results of Business Report
1. We note that the business report and its schedules present the Company's status correctly pursuant to alllaws 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.

- 39 -

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.
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 External (and Independent) Directors as provided in Article
2, item 15 and Article 400, paragraph 3 of the Company Law.

- 40 -

Reference Materials for the Annual Shareholder Meeting
Proposal 1 Amendments to Articles of Incorporation
I. Purpose of the Proposed Amendments
1)
To strengthen Ichigo’s brand by putting fuller focus on Ichigo’s core identity andsimplifying the Japanese corporate name to Ichigo Inc. The English corporate namewill remain unchanged.
2)

To set our corporate mission, which is rooted in the Ichigo Ichie philosophy ofsincerity and service.

3)

To allow for potential future business developments by broadening the allowable
activities within our defined corporate purpose.

4)

To enhance our ability to add relevant outside experts to the company by using theamended rules on limited liability contracts pursuant to the Act for Partial Revisionof the Corporation Act (Act No. 90 of 2014) that came into effect on May 1, 2015.

II. Details of the Amendments(Amendments are underlined)

Current

After Amendment

Article 1 Corporate Name

Article 1 Corporate Name

The corporate name is Ichigo Group Holdings Co.,
Ltd., and the English name is Ichigo Inc.

The corporate name is Ichigo Inc., and the English
name is Ichigo Inc.

(New)

Article 1-2 Management Philosophy
Influenced by the philosophy of Ichigo Ichie,
literally meaning “One lifetime, one encounter,” andhaving reflected deeply upon our social
responsibilities as a company, we have set our
corporate mission as follows:
Building a richer future together (simplified English
translation)

Article 2 Purpose

Article 2 Purpose

Embracing the philosophy of Ichigo Ichie, theCompany seeks to create peace of mind throughhonest and committed management. The purpose of
the Company is to operate the following businesses:

The purpose of the Company is to operate thefollowing businesses:

13 Owning, managing, operating, and leasing retail,accommodation, entertainment, restaurant,
parking, athletic, welfare, medical, and heating
facilities.

13 Developing, owning, managing, operating, andleasing retail, accommodation, entertainment,
restaurant, parking, athletic, welfare, medical,
heating facilities, and social infrastructure
facilities.

- 41 -

Article 27 Exemption from Liability of Directors
and Limited Liability Contracts with External
Directors
2 Pursuant to Item 1, Act No. 427 of the
Corporation Law, the Company can conclude
contracts with External Directors to limit their
liability when found in neglect of their duties.
However, the contractual limitation of liability is
the higher amount of a hundred million yen or
the minimum amount of liability prescribed bylaw.

Article 27 Exemption from Liability of Directors
and Limited Liability Contracts with Directors(New)

Article 44 Effective Date

2

Pursuant to Item 1, Act No. 427 of the
Corporation Law, the Company can conclude
contracts with Directors (excluding Directors
who serve as Company management) to limit
their liability of damage when found in neglectof their duties. However, the contractual
limitation of liability is the higher amount of ahundred million yen or the minimum amount ofliability prescribed by law.

Changes to Article 1 take effect on September 1,
2016. This article will be deleted when and after
Article 1 takes effect.

- 42 -

Proposal 2 Election of 9 Directors
The terms of office of all nine Directors will expire at the conclusion of the Annual Shareholder
Meeting. Accordingly, the Company proposes the election of the following nine Directors.
The candidates for Directors are as follows:

No.

Name
(Date of Birth)

History, Position, and Responsibility in the Company(Other Positions)
April 1988
September 1991
March 1994

August 1994
March 1997
June 2000

May 2001

April 2002
January 2003
May 2006

October 2008

1

Scott Callon(December 6, 1964)

November 2008

November 2011

May 2012

July 2012

March 2014
September 2015

MIPS Computer Systems, Inc.
Asia-Pacific Research Center,
Stanford University
Visiting researcher, Research Instituteof Capital Formation, Japan
Development BankTokyo Branch, Bankers Trust Asia
Securities Co., Ltd.
Morgan Stanley Japan Limited
Representative of resident officers,
Representative office in Japan,
Prudential PLC
Representative Director, PCA ASSETManagement Limited of the Prudential
plc Group
Morgan Stanley Japan Limited
Head of Equities, Morgan Stanley
Japan Limited
Partner and Chief Executive Officer,
Ichigo Asset Management, Ltd.
(current)
Chairman & Representative Statutory
Executive Officer of the Company(current)
Director (current), Chairman ofNominating Committee, Chairman ofCompensation Committee, Vice
Chairman of Compliance Committeeof the Company
Member of Nominating Committee(current) and Member ofCompensation Committee of theCompany (current)
Associate Director of Japan
Association of Corporate Directors,
Audit & Supervisory Board Memberof Chiyoda Co., Ltd.
Director (current), Member ofNominating Committee (current) andMember of Compensation Committeeof Ichigo Real Estate Investment
Advisors Co., Ltd. (current)
Director of Ichigo Global Capital Co.,
Ltd. (current)
Gwynnie Bee Inc. Independent
Director (current)
Chairman of Compliance Committeeof the Company (current)- 43 -

Number of
IchigoShares Held

N/A

No.

Name
(Date of Birth)(continued fromprevious page)

History, Position, and Responsibility in the Company(Other Positions)(Other Positions)
Partner and Chief Executive Officer of Ichigo AssetManagement, Ltd.
Independent Director of Chiyoda Co., Ltd.
Message to Our Shareholders

1This is your company. Ichigo’s most important obligation
is to repay the trust of our shareholders and to work tocreate sustainable growth in shareholder value. We
express our sincere thanks to all of our shareholders formaking the full achievement of our Shift Up 2016
mid-term business plan possible.
We are fully committed to achieving all of the targets
embedded in our new Power Up 2019 plan, and willcontinue to work to grow value for all stakeholders as
Japan’s leading value-add real estate company.

- 44 -

Number of
IchigoShares Held

No.

Name
(Date of Birth)

History, Position, and Responsibility in the Company(Other Positions)
April 1994
November 2002
October 2004
September 2005
May 2006

May 2007
March 2008
May 2009

March 2010
January 20112
March 2015
May 2015
Takuma Hasegawa(January 29, 1971)

Joined Fujita Corporation
Joined the Company
General Manager, Fund Business
Division of the Company
General Manager, Fund Business
Division Group 1 of the Company
Senior Statutory Executive Officer &General Manager, Fund Business
Division Group 1 of the Company
Senior Statutory Executive Officer &CMO of the Company
Senior Statutory Executive Officer
Corporate Director & Executive Vice
President & Statutory Executive
Officer (Real Estate) of the Company
Independent Director, Takara Building
Maintenance Co., Ltd.
President & Representative Director(Overall Company Management),
Ichigo Estate Co., Ltd.
Executive Vice President & Statutory
Executive Officer of the Company
President & Representative Statutory
Executive Officer of the Company(current)(Other Positions)
Chairman & Director, Ichigo ECO Energy Co., Ltd.
Message to Our Shareholders
We express our sincere gratitude to all of ourshareholders for your support in making Ichigo’s move to
the TSE First Section possible.
We will dedicate all our strength as a team to achieve the
new Power Up 2019 mid-term business plan, aiming tomaximize Ichigo’s shareholder value.

- 45 -

Number of
IchigoShares Held

135,400 shares

No.

Name
(Date of Birth)

History, Position, and Responsibility in the Company(Other Positions)
April 1990
October 2005
May 2007

March 2008

October 2008

November 2008

May 2009

October 2009

November 2009

May 2010

3
Minoru Ishihara(October 5, 1967)

January 2011

April 2011
May 2011

November 2011

July 2012

November 2012

Joined Hazama Corporation
Joined Creed Corporation
Joined the Company as Head of
Human Resources and General
Administration department
Executive Officer and Head of Human
Resources and General Administration
department of the Company
Chief Administrative Officer &Statutory Executive Officer and Headof Business Management of theCompany
Director, Asset Investment Advisors
Co., Ltd. (now Ichigo Real Estate
Investment Advisors Co., Ltd.)
Senior Managing Director & Statutory
Executive Officer (Administration)and Member of Compliance
Committee of the Company (current)
Senior Managing Director(Administration), Asset Investment
Advisors Co., Ltd. (now Ichigo Real
Estate Investment Advisors Co., Ltd.)
President & Representative Director,
Asset Logistics Co., Ltd. (now Ichigo
Marché Co., Ltd.)
Director, Senior Managing Director &Statutory Executive Officer(Administration) and Member ofCompliance Committee of theCompany
Senior Executive Managing Director& Statutory Executive Officer(Administration, Environmental &Architectural Solutions) andSenior Managing Director(Administration), Ichigo REITManagement Co., Ltd.
President & Representative Director,
Miyako City Co., Ltd.
Senior Managing Director(Administration), Ichigo Real Estate
Investment Advisors Co., Ltd.
Executive Vice President (current) &Statutory Executive Officer(Administration) of the Company
Director (current), Executive Vice
President & Statutory Executive
Officer of Ichigo Real Estate
Investment Advisors Co., Ltd.
Director, Ichigo Global Capital Co.,Ltd.
Director of Ichigo ECO Energy Co.,Ltd.

- 46 -

Number of
IchigoSharesHeld

112,500 shares

No.

Name
(Date of Birth)(continued fromprevious page)

History, Position, and Responsibility in the Company(Other Positions)
March 2013

May 2015

3

Head of Real Estate Division of theCompany (current)
Chairman & Director of Ichigo MarchéCo., Ltd.
Chairman & Director of Takara
Building Maintenance Co., Ltd.
Chairman & Director of Nichibei
Building Services Co., Ltd.
Chairman & Director of Nichibei
Security Services Co., Ltd.
Executive Vice President & Statutory
Executive Officer (Real Estate) &COO of the Company (current)(Other Positions)
Chairman & Representative Director and President of
Miyako City Co., Ltd.
Message to Our Shareholders
Thank you for your support.
I am committed to building a richer future for our country
and greater wealth for our shareholders. I will strive to
make Ichigo a fun and fulfilling place for our employees
to work, leading to the successful achievement of our new
Power Up 2019 mid-term business plan.
Your continued guidance and support is greatly
appreciated.

- 47 -

Number of
IchigoShares
Held

No.

Name
(Date of Birth)

History, Position, and Responsibility in the Company(Other Positions)
April 1976

April 2001

April 2002

October 2006
April 2007

October 2009
May 2010

February 2011
March 2011
May 2011
May 2012

4
Tetsuya Fujita(March 26, 1954)

July 2012

May 2014

October 2015

Joined Taisho Marine and Fire
Insurance Co., Ltd. (now Mitsui
Sumitomo Insurance Co., Ltd.)
Executive Director, Taisho Marine &Fire Insurance (Malaysia) Bhd. (nowMSIG 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 InsuranceCo., Ltd.
Independent Director (current),
Member of Audit Committee, andMember of Compliance Committeeof the Company
Auditor of St. Thomas University
President of ReMark Japan Co., Ltd.
(current)
Chairman of Compliance Committeeof the Company
Member of Nominating Committee(current), and Member ofCompensation Committee of theCompany (current)
Director (current), Member of Audit
Committee (current), Member ofNominating Committee (current),and Member of Compensation
Committee of Ichigo Real Estate
Investment Advisors Co., Ltd.
(current)
Chairman of Audit Committee(current), Member of Compliance
Committee of the Company(current), and Chairman of Audit
Committee of Ichigo Real Estate
Investment Advisors Co., Ltd.
(current)
Advisor of LAUREATE
INTERNATIONALUNIVERSITIES Japan (current)(Other Positions)
President of ReMark Japan Co., Ltd.
Advisor of LAUREATE INTERNATIONALUNIVERSITIES Japan- 48 -

Number of
IchigoShares Held

53,000 shares

No.

Name
(Date of Birth)(continued fromprevious page)

4

History, Position, and Responsibility in the Company(Other Positions)

Message to Our Shareholders
I hope to contribute to the growth of Ichigo as the newPower Up 2019 mid-term business plan begins. I am
dedicated to working on behalf of all shareholders.
As an independent director, I will focus on corporate
governance and risk management, which I believe is themost important role of an independent director.

- 49 -

Number of
IchigoShares Held

No.

Name
(Date of Birth)

History, Position, and Responsibility in the Company(Other Positions)
April 1999
July 2001
August 2004
November 2004
February 2008
January 2009
May 2011
November 2011
July 2012

June 2013
May 2014
5

Noriko Kawate(February 22, 1976)

February 2015

Joined International Dept., Deloitte
Touche Tohmatsu LLC
Qualified as Certified Public
Accountant
Joined Cast & Itoga (now Soga, Uryu,
Itoga)
Qualified as Certified Tax Accountant
President of CLEA Consulting Co.,
Ltd. (current)
Joined Gracia Corporation
Director (current), Member of Audit
Committee of the Company (current)
Qualified as American Institute ofCertified Public Accountants (current)
Director (current), Member of Audit
Committee of Ichigo Real Estate
Investment Advisors Co., Ltd.
(current)
Audit & Supervisory Board Memberof Meiji-Machine Co., Ltd. (current)
Member of Nominating Committee
and, Member of Compensation
Committee of the Company (current)
Member of Nominating Committee
and, Member of Compensation
Committee of Ichigo Real Estate
Investment Advisors Co., Ltd.
(current)
Partner of Cast Group (current)(Other Positions)
President of CLEA Consulting Co., Ltd.
Partner of Cast Group
Message to Our Shareholders
Ichigo has achieved significant growth through its
investments in real estate and clean energy, and is now
moving on to a new growth stage to create further value. I
will work to continue to improve our corporate
governance and support the growth of Ichigo’s
shareholder value.
By making full use of my experience and knowledge, I
hope to repay the trust of our stakeholders, beginning with
our shareholders.

- 50 -

Number of
IchigoShares Held

37,300 shares

No.

Name
(Date of Birth)

History, Position, and Responsibility in the Company(Other Positions)
April 1975
June 1996
June 1997

June 1999

June 2000

June 2003
June 2005
June 2008
July 2010
August 2010
June 2012
May 20156
September 2015
Yukio Suzuki(June 3, 1950)

Joined Nomura Research Institute,
Ltd.
Director, Nomura Research Institute
Ltd.
Director & Head of Financial
Research Center, Nomura Securities
Co., Ltd.
Senior Managing Director in chargeof Research Division, Nomura AssetManagement Co., Ltd.
Senior Managing Director in chargeof Research Division, Nomura AssetManagement Co., Ltd.
Executive Managing Director,
Nomura Asset Management Co., Ltd.
Corporate Director and Audit Mission
Director, Nomura Holdings, Inc.
Advisor, Nomura Securities Co., Ltd.
CEO, Belle Investment Research ofJapan Inc. (current)
Advisor, Deloitte Touche Tohmatsu,
LLC (current)
Independent Director, Systena
Corporation (current)
Director of the Company (current),
Director of Ichigo Real Estate
Investment Advisors Co., Ltd.
(current)
Member of Compliance Committee of
the Company (current)(Other Positions)
CEO, Belle Investment Research of Japan Inc.
Advisor, Deloitte Touche Tohmatsu, LLC
Independent Director, Systena Corporation
Message to Our Shareholders
Growing shareholder value and improving corporate
performance requires ideas and execution by the
management team, innovative development in growing
the business, organizational strength, andall-encompassing risk management. It is especially
important to share the details of the process of shareholder
value creation with all of our stakeholders.
As an independent director, I will do my best to work forshareholder interests, supporting strong corporate
governance, a workplace that is supportive of Ichigo’s
employees, and strong environmental practices that
benefit the planet.

- 51 -

Number of
Ichigo SharesHeld

11,000 shares

No.

Name
(Date of Birth)

History, Position, and Responsibility in the Company(Other Positions)
April 1962
June 1992
April 1999
April 2003
June 2003

June 2005

June 2006
June 2007
April 2009
*New Candidate
June 2009

April 2010
7
April 2011
April 2014
June 2014
Takashi Kawamura(December 19, 1939)
June 2015
February 2016
March 2016
May 2016

Joined Hitachi, Ltd.
Plant Director, Hitachi, Ltd.
Executive Vice President andRepresentative Director, Hitachi, Ltd.
Director, Hitachi, Ltd.
Chairman of the Board andRepresentative Executive Officer,
Hitachi Software Engineering Co.,
Ltd. (Now Hitachi Solutions, Ltd.)
Chairman of the Board, Hitachi Plant
Engineering & Construction Co., Ltd.
(Now Hitachi, Ltd.)
Chairman of the Board, Hitachi
Software Engineering Co., Ltd.
Chairman of the Board, Hitachi
Maxell, Ltd.
Representative Executive Officer,
Chairman, President, and Chief
Executive Officer, Hitachi, Ltd.
Representative Executive Officer,
Chairman, President and Chief
Executive Officer, and Director,
Hitachi, Ltd.
Representative Executive Officer,
Chairman and Director, Hitachi, Ltd.
Chairman of the Board, Hitachi, Ltd.
Director, Hitachi, Ltd.
Advisor, Hitachi, Ltd. (current)
Independent Director of Mizuho
Financial Group (current)
Independent Director of Calbee, Inc.
(current)
Independent Director of Tokyo
University Kyoso Platform (current)
External Auditor of Nikkei Inc.
(current)
Independent Director of Nitori
Holdings Co., Ltd. (current)(Other Positions)
Independent Director, Mizuho Financial Group
Independent Director, Calbee, Inc.
Independent Director, Tokyo University Kyoso Platform
Development Company
External Auditor, Nikkei Inc.
Independent Director, Nitori Holdings Co., Ltd.

- 52 -

Number of
Ichigo Shares
Held

N/A

No.

Name

History, Position, and Responsibility in the Company(Date of Birth)(Other Positions)(continued fromprevious page)

7

Message to Our Shareholders
The role of an independent director is to monitor andguide the company for stable and continuous economic
value improvement. Although independent directors do
not take part in the details of everyday business, we takeon the important role of guiding, advising and monitoring
to help steer the company in the right direction, whichshould support the sustainable growth of Ichigo as avalue-add-focused real estate company
In fulfilling these roles, I will work to respond to theneeds of and the trust placed in us by all of our
stakeholders, beginning with our shareholders.

- 53 -

Number of
IchigoShares Held

No.

Name
(Date of Birth)

History, Position, and Responsibility in the Company(Other Positions)
April 1976
June 1999

October 2003
April 2005
April 2006

June 2006*New Candidate

April 2009

April 20138
April 2014
Masatoshi Matsuzaki June 2014
(July 21, 1950)

Joined Konishiroku Photo Industry
Co., Ltd.
General Manager, System Technology
Development Division, Office
Document Company, Konica
Corporation
Director, Konica Minolta BusinessTechnologies, Inc.
Executive Officer, Konica Minolta
Holdings Inc.
Representative Director and President,
Konica Minolta Technology Center,
Inc.
Senior Executive Officer, Konica
Minolta Holdings Inc.
Director and Senior Executive
Officer, Konica Minolta Holdings Inc.
Director, President and Chief
Executive Officer, Representative
Executive Officer and President,
Konica Minolta Holdings, Inc.
Director, President and Chief
Executive Officer, Representative
Executive Officer, Konica Minolta,
Inc.
Director and Chairman of the Boardof Directors, Konica Minolta
Holdings, Inc. (current)
Chairman of the Board of Directors,
Japan Business Machine andInformation System Industries
Association(Other Positions)
Chairman of the Board of Directors, Konica Minolta Inc.
Message to Our Shareholders
Having managed a global Tokyo Stock Exchange-listedcompany, executed on a global business transformation,
led business innovation and development, engaged indirect dialogue with investors, and served as a board
chairman in transforming corporate governance, I hope toshare my experience in order to help grow Ichigo’s
shareholder value, value rooted in its deep Ichigo Ichie
philosophy of sincerity and service.

- 54 -

Number of
Ichigo Shares
Held

N/A

No.

Name
(Date of Birth)

History, Position, and Responsibility in the Company(Other Positions)
April 1981
September 1984
June 1995
July 1996
November 1999
April 2006
June 2014*New Candidate
June 2015

9

Kohsuke Nishimoto(March 1, 1958)

Joined Kanebo Ltd. (Now Kanebo
Cosmetics Inc.)
Joined Meitec Corporation
Director, Meitec Corporation
Senior Managing Director, Meitec
Corporation
President, Meitec Corporation
President and CEO, Meitec
Corporation
Chairman of the Board, Meitec
Corporation
Resigned from the Board of Meitec
Corporation
Independent Director, Ryosan
Company, Limited (current)
Independent Director, Interworks Inc.
(current)(Other Positions)
Independent Director, Ryosan Company, Limited
Independent Director, Interworks, Inc.
Message to Our Shareholders
I believe that growing corporate value for our
stakeholders, beginning with our shareholders, is the very
mission of a public company and is at the heart of thecompany’s sustainable growth.
Sometimes companies need to take risks in order to grow.
I hope to bring my 20 years of experience in managing apublic company to help Ichigo in executing on both
growth-supportive and control-oriented corporate
governance.

- 55 -

Number of
Ichigo Shares
Held

1,000 shares

(Note 1) None of the candidates for Director have any relationship of note with the Company.
(Note 2)

Scott Callon, Takuma Hasegawa, and Minoru Ishihara are candidates for Director. The
Company’s Nominating Committee and Board of Directors’ reasons for nominating them ascandidates for Director are as follows:(i)

The Company’s Nominating Committee and Board of Directors have nominated Mr. Scott
Callon as a candidate for Director based upon his extensive experience leading Ichigo since
October 2008 as Director and Chairman, and for his knowledge and expertise serving on anumber of Japanese government bodies, including the Financial Services Agency (FSA)Council of Experts that drafted Japan’s first Corporate Governance Code and the Ministry of
Economy, Trade and Industry (METI) Competitiveness and Incentives Structures for
Sustainable Growth Project (“Ito Review”). He assumed the position of Director of theCompany in May 2008, and his term of office will have been eight years at the close of thisshareholder meeting.

(ii)

The Company’s Nominating Committee and Board of Directors have nominated Mr. Takuma
Hasegawa as a candidate for Director based upon his extensive knowledge and experience at
Ichigo, having led a number of Ichigo’s real estate businesses. He has been the President of
the Company since March 2015. He assumed the position of Director of the Company in
May 2013, and his term of office will have been three years at the close of this shareholder
meeting.

(iii)

The Company’s Nominating Committee and Board of Directors have nominated Mr. Minoru
Ishihara as a candidate for Director based upon his extensive knowledge and experience as
Executive Vice President and COO of the Company. He assumed the position of Director of
the Company in May 2009, and his term of office will have been seven years at the close ofthis Shareholder Meeting.

(Note 3) Tetsuya Fujita, Noriko Kawate, Yukio Suzuki, Takashi Kawamura, Masatoshi Matsuzaki, andKohsuke Nishimoto meet the requirements for Independent Director of the Tokyo Stock
Exchange. The Company intends to register them with the Tokyo Stock Exchange as
Independent Directors.
(Note 4) Tetsuya Fujita, Noriko Kawate, Yukio Suzuki, Takashi Kawamura, Masatoshi Matsuzaki, andKohsuke Nishimoto are candidates for Independent Director. The Company’s Nominating
Committee and Board of Directors’ reasons for nominating them as candidates for Independent
Director are as follows:(i)

The Company’s Nominating Committee and Board of Directors have nominated Mr. Tetsuya
Fujita as a candidate for Director based upon his extensive knowledge and experience
working for a leading property insurance company and a leading life insurance company. He
assumed the position of Independent Director of the Company in May 2010, and his term ofoffice will have been six years at the close of this shareholder meeting.

(ii)

The Company’s Nominating Committee and Board of Directors have nominated Ms. Noriko
Kawate as a candidate for Director based upon her experience in statutory audit at a major
auditing firm and her experience in accounting and tax advisory as a certified public
accountant and tax accountant. She assumed the position of Independent Director of theCompany in May 2011, and her term of office will have been five years at the close of thisShareholder Meeting.

(iii)

The Company’s Nominating Committee and Board of Directors have nominated Mr. Yukio
Suzuki as a candidate for Director based upon his extensive experience and knowledge ofcorporate and securities research from serving important roles at a securities company, thinktank, and asset management company at a major financial group, and his experience andknowledge in operational monitoring and risk control, which he can draw upon to fully
monitor the Company’s activities. He assumed the position of Independent Director of theCompany in May 2015, and his term of office will have been one year at the close of thisShareholder Meeting.

(iv)

The Company’s Nominating Committee and Board of Directors have nominated Mr. Takashi
Kawamura as a candidate for Director based upon his extensive experience leading and- 56 -

strengthening, as the CEO and Chairman, a major global electronics and machinery
manufacturer through a highly successful structural transformation, and his knowledge andexperience of a best-practice board committee system to support strong corporate
governance, which he can draw upon to fully monitor the Company’s activities on behalf ofshareholders.
(v)

The Company’s Nominating Committee and Board of Directors have nominated Mr.
Masatoshi Matsuzaki as a candidate for Director based upon his extensive experience as the
CEO and Chairman leading a major global office equipment manufacturer, driving a
positive structural transformation and business innovation, and his leading role indeveloping a best-practice board committee system to support strong corporate governance,
which he can draw upon to fully monitor the Company’s activities on behalf of shareholders.

(vi)

The Company’s Nominating Committee and Board of Directors have nominated Mr.
Kohsuke Nishimoto as a candidate for Director based upon his extensive experience andknowledge as the CEO and Chairman leading Japan’s largest engineering services company,
growing the company and deepening its capabilities on behalf of all stakeholders whiledriving a significant growth in shareholder value, and his deep understanding of humanresources and talent development, which he can draw upon to fully monitor the Company’s
activities 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)

Mr. Tetsuya Fujita and Ms. Noriko Kawate have been serving as an Independent Director of
the Company’s subsidiary, Ichigo Real Estate Investment Advisors, since May 2014.

(ii)

Mr. Yukio Suzuki has been serving as an Independent Director of the Company’s subsidiary,
Ichigo Real Estate Investment Advisors, since May 2015

(iii)

No candidate for Independent Director has received in the last two years, nor will theyreceive, material monetary or other financial compensation (excluding any remuneration as
Director or Advisor before assuming the position of Independent Director) from theCompany or related entities.

(iv)

No candidate for Independent Director is the spouse of the management of the Company or
related entities, nor are they related within three degrees of consanguinity.

(Note 7) In order to retain Independent Directors of high quality, the Company has signed limited liability
agreements with Mr. Tetsuya Fujita, Ms. Maki Kumagai, Ms. Noriko Kawate, Mr. Kenichiro
Yoshida, and Mr. Yukio Suzuki. The extent of liabilities for compensation under the agreements
is the minimum limited liability amount as defined in Article 425, paragraph 1 of the Company
Law; provided that the liability is limited only when the Independent Directors have performed
their duties which cause liability in good faith and without gross negligence. Upon the
re-appointment of Mr. Tetsuya Fujita, Ms. Noriko Kawate, and Mr. Yukio Suzuki and theappointment of Mr. Takashi Kawamura, Mr. Masatoshi Matsuzaki, and Mr. Kohsuke Nishimotoas Independent Directors, the Company will enter into new limited liability agreements withequivalent terms with each of them.
(Note 8) Mr. Scott Callon has not received and will not receive any compensation from the Company.
(Note 9) Shares owned by Mr. Yukio Suzuki, a candidate for Director, includes shares owned by Belle
Investment Research of Japan Inc., all of whose shares are owned by Mr. Yukio Suzuki.
(Note 10) The number of Ichigo shares owned by each of the candidates for Director is as of April 19,
2016.

- 57 -