[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 12, 2011

Ichigo Group Holdings Co., Ltd. (JASDAQ, 2337)
1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo
Scott Callon, Chairman and Representative Statutory Executive Officer

Notice of the Eleventh Annual General Meeting of Shareholders
Dear Shareholders:
We are pleased to invite you to attend the Eleventh Annual General Meeting of Shareholders of Ichigo Group Holdings
Co., Ltd. (“the Company”) to be held per the below.
If you are unable to attend the meeting, you may exercise your voting rights via postal mail or the internet. We
would appreciate it if you could review the Reference Materials for the Annual General Meeting of Shareholders
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, 2011, 6:30 p.m. JST.
1. Date and Time

Saturday, May 28, 2011 at 10:00 a.m.

2. Place

Dai-ichi Hotel Tokyo, Fourth Floor, Primavera
1-2-6 Shimbashi, Minato-ku, Tokyo

3. Agenda of the Meeting
Matters to be Reported
1. Details of the business report, the consolidated financial statements, and the results of the audit of consolidated
financial statements by the Independent Auditor and the Company’s Audit Committee for the eleventh term (fromMarch 1, 2010 to February 28, 2011)
2. Report on the financial statements for the eleventh term (from March 1, 2010 to February 28, 2011)
Matters to be Resolved
Proposal 1

Election of 10 Directors* If you attend the meeting in person, please submit the enclosed voting form at the venue’s reception.
* Please note that any amendments to the Reference Materials for the Annual General Meeting of Shareholders and thebusiness report, financial statements and consolidated financial statements will be posted on our website(http://www.ichigo-holdings.co.jp).

-1-Voting via the Internet
1. Handling of Concurrent Votes via Postal Mail and via the Internet
If you cast multiple votes by using both the postal voting form and the Internet voting site, only the vote casted on theInternet will be deemed as effective.
2. Handling of Concurrent Votes on the Internet
If you cast multiple votes on the Internet voting site, only the last vote will be deemed to be effective, whether from a
PC 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.
(1) Voting Website(i)

You can only exercise your voting rights via the Internet by accessing and using the designated website(http://www.evote.jp/) from a PC or mobile phone (i-mode, EZweb or Yahoo! Keitai*). Please note that thewebsite 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, andYahoo! 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, you must be able to 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 not support
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, 2011, but wewould appreciate your promptness in voting. Please contact the help desk below if you have any questions.
(2) How to Vote via the Internet(i)

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

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

(iii) We will inform you of your new login ID and temporary password for each Annual General Meeting of
Shareholders.
(3) Fees for Accessing the Voting Website
Please note that you will bear expenses such as dial-up Internet access fees and telephone charges incurred byaccessing the voting website. Please also note that you will bear expenses for the use of a mobile phone to castyour vote such as packet communication fees and other charges.
4. How to Receive Notices of our Future Annual General Meetings of Shareholders
You can be notified by e-mail starting from the next Annual General Meeting of Shareholders so please apply toreceive such notification by accessing the voting website on your PC. (Please note that you may not apply for such
notification by mobile phone nor can you designate your mobile phone e-mail address as the receiving address.)
Enquiries concerning the System
Mitsubishi UFJ Trust and Banking Corporation, Corporate Agency Division (Help Desk)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
General Meeting of Shareholders of the Company.

-2-

Business Report
From March 1, 2010
To February 28, 2011I.

Current Condition of the Company

1. Business Conditions in the Current Fiscal Year
(1) Progress and Business Results
Despite some continued downward pressures on developed market economies, deflation, and volatility in global
financial markets, currencies, and oil prices, economic conditions in Japan began to improve gradually during thecurrent fiscal year, with a recovery in corporate profits supported by growing emerging economies and the positiveeffects from a series of financial measures from the Japanese government. The Japanese real estate market alsobegan to show signs of recovery, supported by enhanced bank credit lines, improved liquidity of properties due to
J- REIT mergers and a buoyant J-REIT market, the real estate investment needs of foreign investors, and the Bankof Japan establishment of an asset purchase fund, including J-REITs, as part of a comprehensive package ofmonetary easing.

Taking these positive changes as a growth opportunity, the Company has continued to strengthen its finances andimprove its profitability to drive on-going stable financial performance. Specifically, the Company has taken thefollowing actions:

Launched a major new fund in the current fiscal yearEnhanced relationships with key financial institutions via “rescue AM” transactions where the Company isbrought in to replace an existing asset manager that has had a performance problem



Refinanced a large number of its real estate funds



Executed strategic M&A, buying first Takara Building Maintenance to build synergies in its core real estate
management business, and then JAPAN OFFICE ADVISORS (currently Ichigo REIT Management) the asset
manager of JAPAN OFFICE Investment Corporation (currently Ichigo Real Estate Investment Corporation,
TSE Code: 8983) to re-enter the REIT business

Established Ichigo Estate to develop new business in mid- and small-sized properties and ground leases



Disposed non-core assets such as Thunder Sky Battery and paid down corporate debtExtended the tenor of corporate short-term debt

Reduced costs and enhanced management efficiency

Took steps to liquidate an overseas subsidiary and exit non-core businesses

Now that the details of the overseas subsidiary liquidation have been largely finalized, the associated extraordinary
losses of approximately ¥700 million and ¥1,900 million were recorded in the third and fourth quarters of thecurrent year, respectively.

The total hit to net profit from exiting this non-core business, ex-minority interests, is¥2,400 million.

-3-

As a result, the Company recorded revenues of ¥12,760 million in the current fiscal year (down 39.6%
year-on-year); an operating profit of ¥1,351 million (up 21.9% year-on-year); a recurring profit of ¥1,616 million(up 182.0% year-on-year); and a net profit of ¥620 million (down 65.7% year-on-year). The Company has thus
returned to profitability for two consecutive fiscal years and fully expects that its strong financial base and newrevenue structure will support the Company’s profitability into the future.

In pursuit of excellence in asset management as the core company of the Ichigo Group, the Company changed its
name to Ichigo Group Holdings during the current fiscal year, and our exchange listing venue also changed from
Hercules on the Osaka Securities Exchange (OSE) to JASDAQ (Standard) due to JASDAQ’s merger with the
OSE.

(2) Capital Expenditure
There were no material investments in capital expenditures in the current fiscal year.

(3) Financing
In order to further strengthen its financial base, the Company has been reducing its corporate debt, refinancing
from short-term to long-term borrowing, and conducting new financing with Japan’s “megabanks.”

The

Company decreased interest-bearing corporate debt by ¥2.9 billion in the current fiscal year, and long-termborrowing as a proportion of total borrowing increased to 57.6% (up 42.5% year-on-year) and short-termborrowing decreased to 42.4% (down 42.5% year-on-year).

In addition, the Company newly borrowed ¥1.8

billion and ¥950 million from Sumitomo Mitsui Banking Corporation and Mizuho Bank, Ltd., respectively.

(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.
The Company acquired all shares of Takara Building Maintenance Co., Ltd. on March 18, 2010, making it a 100%
subsidiary.

In addition, the Company acquired all shares of JAPAN OFFICE ADVISORS, Inc. (currently Ichigo

REIT Management Co., Ltd.) on January 11, 2011, making it a 100% subsidiary.

-4-2. Assets and Earnings in the Past Three Fiscal Years
Category

Eighth term

Ninth term

Tenth term

Eleventh term

(Year ending(Year ending(Year ending(Year ending

February 29,

February 28,

February 28,

February 28,

2008)

2009)

2010)

2011- Current
fiscal year)

Revenues (million yen)

70,83350,444

21,112

12,76013,637(54,115)

573

1,616

5,505

(48,171)

1,807

620

10,386.15(73,934.36)

1,771.74

317.64

Total Assets (million yen)

264,681

140,875

100,268

98,653

Net Assets (million yen)

76,583

12,94523,523

27,771Net Assets per Share (yen)98,325.93

11,518.77

11,711.48

10,920.79

Recurring Profit (Recurring Loss)(million yen)
Net Profit (Net loss)(million yen)
Net Profit per Share(Net loss per share) (yen)(Note)Net Profit per share (Net loss per share) is calculated based on the average number of shares issued during theterm. This figure does not include treasury shares.

-5-3. Important Parent Company and Subsidiary Information(1) Parent Company
N/A(2) Important Subsidiaries
Name
Ichigo Real Estate Investment
Advisors Co., Ltd. (Note 1)
Ichigo REIT Management Co., Ltd.
(Note 2)

Percentage Ownershipof Voting Rights

CapitalBusiness Segment¥100 million

100.00%Real estate asset
management¥400 million

100.00%J-REIT management

Ichigo Estate Co., Ltd. (Note 3)¥30 million

100.00%Ichigo Solutions Co., Ltd. (Note 4)¥500 million

100.00%Ichigo Marché Co., Ltd. (Note 5)¥95 million

100.00%Wholesale market
operator, real estate leasing

Miyako City Co., Ltd.

¥50 million

100.00%Mall operator

Takara Building Maintenance Co.,
Ltd. (Note 6)¥10 million

100.00%

Building maintenanceReal estate-related new
business
Dealing in financial
instruments and money
lending(Note) 1. Asset Investment Advisors Co., Ltd. changed its name to Ichigo Real Estate Investment Advisors Co.,
Ltd., effective September 1, 2010.
2. JAPAN OFFICE ADVISORS, Inc. which became a 100% subsidiary of the Company changed its name to
Ichigo REIT Management Co., Ltd., effective January 11, 2011.
3. Ichigo Estate Co., Ltd. was established on January 13, 2011.
4. Asset Financial Solutions Co., Ltd. changed its name to Ichigo Solutions Co., Ltd., effective September 1,
2010.
5. Asset Logistics Co., Ltd. changed its name to Ichigo Marché Co., Ltd., effective September 1, 2010.
6. Takara Building Maintenance Co., Ltd. became a 100% subsidiary of the Company on March 18, 2010.
7. Asset Managers (Asia) Company Limited, an overseas subsidiary, is not included in important
subsidiaries due to its scheduled liquidation.

-6-

4. Key Business Priorities
Despite some continued downward pressures on the economy, Japan’s financial and real estate markets began to show
signs of recovery in the current fiscal year.

However, with the recent rise in the yen and in oil prices and the East

Japan earthquake in March 2011 hitting the Japanese economy hard, future economic and business conditions are
uncertain.
Despite this severe business environment, the Company continues to commit itself as its highest priorities as an asset
manager to maximizing the value of investor assets and securing further profitable growth.

The Company expects to(1) increase its operating profits through higher management fees via the launch of new funds, rescue AM transactions,and growth in the Ichigo J-REIT; (2) obtain new sources of profit through Ichigo Estate; (3) acquire sound businesses
via M&A; and (4) continue to cut costs and enhance management efficiency.
The Company also intends to further reinforce corporate governance and compliance to ensure sound management forour shareholders.
5. Key Business Segments
As a long-term Japanese real estate asset manager, the Company is principally engaged in management ofprivately-offered real estate investment funds and a J-REIT, and also engages in related real estate investment, realestate advisory, property management, and building maintenance, etc.

6. Principal Offices (as of February 28, 2011)
Ichigo Group Holdings Co., Ltd.
Ichigo Real Estate Investment Advisors Co., Ltd.
Ichigo Estate Co., Ltd.
Ichigo Solutions Co., Ltd.

Headquarters: Chiyoda-ku, Tokyo

Ichigo REIT Management Co., Ltd.

Headquarters: Shibuya-ku, Tokyo

Ichigo Marché Co., Ltd.

Headquarters: Chiyoda-ku, Tokyo
Office: Matsudo City, Chiba Prefecture

Miyako City Co., Ltd.

Headquarters: Miyazaki City, Miyazaki Prefecture

Takara Building Maintenance Co., Ltd.

Headquarters: Ryugasaki City, Ibaraki Prefecture(Note) Asset Managers (Asia) Company Limited, an overseas subsidiary, is not included in important subsidiaries
due to its scheduled liquidation.

-7-7. Employees (as of February 28, 2011)(1) Employees of the Company (Group basis)
Number of employees

Increase/decrease from the end of previous fiscal year

167 (371) employees

Increased by 56 (307) employees(Note) 1. The number of employees is the number of full-time employees (excluding workers dispatched from
Ichigo Group to other companies and including workers dispatched from other companies to Ichigo
Group) including directors who are also employees.
2. The average number of non-full-time employees (including part-time and temporary staff) is presented
in parentheses.
3. The number of employees increased by 56 for full-time and 307 for non-full-time from the previous
fiscal year due to acquisition of Takara Building Maintenance Co., Ltd. and JAPAN OFFICEADVISORS Inc. (currently Ichigo REIT Management Co., Ltd.)(2) Employees of the Company (stand-alone basis)
Increase/decrease
from the end of previous fiscal
year

Number of
employees
38 (5) employees

Increased by 4 (1) employees

Average age
38.7 years old

Average years of
employment
2.8 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 Ichigo Group)
including directors who are also employees.
2. The average number of non-full-time employees (including part-time and temp employees) is presented
in parentheses.

8. Principal Lenders (as of February 28, 2011)
Lenders

AmountKansai Urban Banking Corporation¥5,270 million

Sumitomo Mitsui Banking Corporation¥1,800 million

Mizuho Bank, Ltd.

¥950 million

Shinsei Bank Limited¥558 million

The Musashino Bank, Ltd.

¥428 million(Note) These amounts do not include non-recourse loans held by funds that the Company manages (e.g., tokumei
kumiai partnerships, etc.)-8-9. Dividend and Distribution Policy
The Company views generating positive returns for its shareholders one of its most important management priorities,
and has a basic principle of carrying out shareholder distributions in line with the Company’s financial performance
while securing retained earnings to fund stable growth and address any changes in future operating conditions.
Over the current fiscal year, the Company examined a number of shareholder distribution measures, including theresumption of dividends, as well as worked towards the earliest possible resumption of shareholder distributions. Thiseffort included the reduction of capital and capital reserves earlier this year that cleared the net loss carry forwards that
arose during the financial crisis, securing stable profitability, and monetizing its balance sheet.

As a result, theCompany has decided to buy back and cancel shares in order to enhance value per share and shareholder returns.
In light of the above priority given to share buybacks and cancellation in its shareholder distribution policy in thisperiod, the Company has chosen not to pay a current dividend, but will continue to strive to increase shareholder
returns by securing a profitable earnings structure and stable profitability and cash flows for the benefit of allshareholders.

10. Other Material Matters Regarding the Company
Share Buyback and Share Cancellation
At the Board of Directors meeting held on April 15, 2011, the Company approved a resolution to conduct a sharebuyback and cancellation pursuant to the provisions of Article 156, 165, and 178 of the Companies Act.

(1) Reason for Share Buyback and Cancellation
In seeking the earliest possible contribution to shareholder returns, the Company is committed to secure stableprofitability, withdraw from non-core private equity businesses both in and out of Japan, monetize its assets, andclear the net loss carry forwards that arose during the financial crisis.

Given the positive financial results of the

fiscal year ending February 2011 and greater visibility on available capital to return to shareholders, theCompany has decided to buy back and cancel shares in order to enhance value per share and shareholder returns.

(2) Summary of Buyback
Type of Shares:

Ordinary shares

Total No. of Shares:

Up to 50,000 shares(2.1% of the total number of shares outstanding excluding treasury shares)

Total Amount:

Up to 500,000,000 yen

Buyback Period:

April 22, 2011 – July 21, 2011

Buyback Method:

In-market purchases via trust bank(3) Summary of Share Cancellation
Type of Shares:

Ordinary shares

Total No. of Shares:

50,240 shares (expected)-9-

(2.2% of the total number of shares outstanding including treasury shares)
All the shares acquired via the buyback specified in section 2 above and all of the 240 treasury shares are to
be cancelled.
Cancellation Date:

August 19, 2011

(Reference Information)
Shareholding as of April 14, 2011
Total Number of shares outstanding:

2,336,559 shares

Number of treasury shares included:

240 shares- 10 -

II. Matters Regarding the Current Status of the Company
1. Matters Regarding Shares in the Company (as of February 28, 2011)(1) Number of Authorized Shares:

2,750,000 shares(2) Total Number of Shares Issued:

2,336,559 shares(Including treasury stock of 240 shares)(Note) The total number of shares issued has increased by 586,284 shares as a result of the exercise of March 17,
2012 Convertible Notes.
(3) Number of Shareholders:

21,935(4) Major Shareholders (top 10)
Investment in the Company
Name
Number of shares held (shares)
ICHIGO TRUST

Shareholding ratio (%)

1,615,814

69.16%

48,286

2.06%

36,418

1.55%

16,8240.72%

14,8180.63%

10,7320.45%

10,5970.45%

10,429

0.44%

6,860

0.29%

6,234

0.26%

1,777,012

76.06%BNY GCM CLIENT ACCOUNTJPRD AC ISG (FE-AC)
JFE & CO - SPECIAL CUSTODYACCOUNT FOR THE BENEFITOF CUSTOMERSOSAKA SECURITIES FINANCE
COMPANY,LTD.

MELLON BANK TREATY
CLIENTS OMNIBUS
YOICHI AOYAMA
CBNY-FORUM
FUNDS-ABSOLUTEOPPORTUNITIES FUND
DEUTSCHE BANK AGLONDON-PB NON-TREATY
CLIENTS 613
J. P. MORGAN CLEARING
CORP-SECMONEX, INC.
TOTAL
(Note)The shareholding ratio is calculated excluding treasury stock (240 shares).

- 11 -

2. Stock Acquisition Rights (aka Stock Options)(1) Stock Acquisition Rights Issued as Consideration for Execution of Duties by Officers of the Company (as ofFebruary 28, 2011)
Number

9th Stock Acquisition Right Plan

Date of resolution

July 14, 2009

Number of stock acquisition rights

12,000 units

Type and number of shares

12,000 common shares (1 share per unit)

Issue Price

No payment is required in exchange for stock acquisition rights

Amount due upon exercise of each stockacquisition right¥13,381 per share

Period for exercise of rights

August 15, 2011 – August 14, 2016

Exercise Conditions
Holding by Directors

Directors(excluding External Directors)
External Directors
Statutory Executive Officers(excluding those who are Directors)(Note)
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:

10,000 units
10,000 shares
4
500 units
500 shares
4
1,500 units
1,500 shares
2(Note) 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; except for retirement due toexpiration 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) When a person who is allotted stock acquisition rights becomes 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.
(2) Stock Acquisition Rights Issued for the Consideration for Execution of Duties by Employees during the Current
Fiscal Year
N/A(3) Other Material Matters regarding Stock Acquisition Rights
Exercise and redemption of the March 17, 2012 Convertible Notes were fully completed during this fiscal year.

- 12 -

3. Officers of the Company(1) Corporate Directors (as of February 28, 2011)
Position

Name

Director

Scott Callon

Director

Kenji Iwasaki

Director

Takuma Hasegawa

Director

Kazuya Sahashi

Director

Minoru Ishihara

External Director

Samuel T. W. Chu

External Director

Katsu Fujita

External Director

HidenaoToyoshima

External Director

Katsuhiko Hattori

External Director

Tetsuya Fujita

Responsibility and other business affiliations
Chairman of the Board of Directors, Chairman of Nominating
Committee, Chairman of Compensation Committee,
Vice-Chairman of Compliance Committee
Chairman & Representative Statutory Executive Officer of
Ichigo Group Holdings Co., Ltd.
Partner and Chief Executive Officer of Ichigo AssetManagement, Ltd.
Nominating Committee Member, Compensation Committee
Member, Vice-Chairman of Compliance Committee
President & Representative Statutory Executive Officer of Ichigo
Group Holdings Co., Ltd.
President & Representative Director of Ichigo Estate Co., Ltd.
Executive Vice President & Statutory Executive Officer of
Ichigo Group Holdings Co., Ltd.
Compliance Committee Member
Senior Executive Managing Director & Statutory Executive
Officer of Ichigo Group Holdings Co., Ltd.
Senior Managing Director of Ichigo Real Estate Investment
Advisors Co., Ltd.
Senior Managing Director of Ichigo REIT Management Co., Ltd.
President & Representative Director of Ichigo Marché Co., Ltd.
Nominating Committee Member, Compensation Committee
MemberChairman of International Business Communications, Inc.,
Taipei, Taiwan
Chairman of Audit Committee, Nominating Committee
Member, Compensation Committee Member, Chairman ofCompliance Committee
Member of Conciliation of Civil Affairs, Tokyo District Court
Audit Committee Member
Head of Toyoshima Law Office, Statutory Auditor of Saitama
Resona Bank, Ltd., External Director for San-Ai Co., Ltd,
External Director of Aisin Co., Ltd., Statutory Auditor of
SHUFU TO SEIKATSU SHA CO. LTD., External Director of
SC Investment Co., Ltd., External Director of Nissin Servicer
Co., Ltd., External Director of Taiko Denki Co., Ltd., External
Director of KOYO Shoji Corporation, substitute Statutory
Auditor of Takasago Thermal Engineering Co., Ltd., External
Auditor of ZERO START COMMUNICATIONS Co., Ltd., andExternal Auditor of Ginza Kimuraya.
Nominating Committee Member, Compensation Committee
MemberVice President & Representative Director of Contec Co., Ltd.
Audit Committee Member, Compliance Committee Member
Auditor of St. Thomas University(Note) 1. Mr. Katsu Fujita of the Audit Committee has served as the head of the division in charge of finance andaccounting for nine years and thus has extensive knowledge of the finance and accounting fields.
2. The Company has registered with Osaka Securities Exchange that Messrs. Samuel T. W. Chu, Katsu Fujita,
Hidenao Toyoshima, Katsuhiko Hattori, and Tetsuya Fujita are independent directors.

- 13 -

(2) Statutory Executive Officers (as of February 28, 2011)
Position

Name

Chairman &Representative
Statutory
Executive Officer
President &Representative
Statutory
Executive Officer
Executive Vice
President &Statutory
Executive Officer
Executive Vice
President &Statutory
Executive Officer
Senior Executive
Managing
Director &Statutory
Executive Officer
Senior Statutory
Executive Officer
Senior Statutory
Executive Officer
Statutory
Executive Officer
Statutory
Executive Officer
Statutory
Executive Officer
Statutory
Executive Officer

Responsibility and other business affiliations

Scott Callon

Overall group management
Partner and Chief Executive Officer of Ichigo AssetManagement, Ltd.

Kenji Iwasaki

Overall group management

Wataru Orii

Business Development
President & Representative Director of Ichigo REIT Management
Co., Ltd.

Kazuya Sahashi

Finance, Strategic Investment & International

Minoru Ishihara

Akio Nakajima

Administration, Environmental & Architectural Solutions
Senior Managing Director of Ichigo Real Estate Investment
Advisors Co., Ltd.
Senior Managing Director of Ichigo REIT Management Co., Ltd.
President & Representative Director of Ichigo Marché Co., Ltd.
Real Estate
President & Representative Director of Ichigo Solutions Co., Ltd.

TakashiMinamikawa

Accounting & Business Planning

Hirotomo Tasaki

Real Estate Solutions

Shoyo Ishimatsu

Development & CRE Solutions

Xu Zhijun

International Business

Kenji Goto

Strategic Investment(3) Directors and Executive Officers who Retired during the Current Fiscal Year
Name

Retirement Date

Susumu Ueda

May 29, 2010

Yukihiro Ogasawara

October 20, 2010

Takuma Hasegawa

January 13, 2011

Position, responsibility, and other business affiliations at
retirement
Statutory Executive Officer, J-SOX
Senior Statutory Executive Officer, Real Estate & Osaka
BranchExecutive Vice President & Statutory Executive Officer,
Real Estate(4) Total Remuneration Paid to Directors and Statutory Executive Officers
Category

Number of recipients

Directors(of whom are External Directors)
Statutory Executive Officers
Total(of whom are External Directors)

Amount paid
9 (5)¥164 million (¥38 million)

9¥10 million

18 (5)¥174 million (¥38 million)(Note) 1. As of the end of the term, there are ten Directors (including five External Directors) and eleven Statutory
Executive Officers (four of whom are also Directors), resulting in a total of seventeen officers. Since
those who are both a Statutory Executive Officer and a Director do not receive Statutory Executive- 14 -

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.
2.

The number of recipients does not include one Statutory Executive Officer who is also a Director but did
not receive remuneration.

3.

The difference between the total number of {one Director who is also a Statutory Executive Officer, plus
the above Directors and Statutory Executive Officers} and the total number of Directors is because thenumber of officers stated above includes two Statutory Executive Officers who are not Directors and who
have resigned.

4. The amount paid includes remuneration as stock options of ¥31 million for Directors (of which ¥1 million
is for External Directors).
5. In addition, the Company paid ¥65 million as employee compensation to eight Statutory Executive
Officers. The amount includes remuneration in the form of stock options of ¥4 million.

(5) Policy on Determining Remuneration for Directors and Statutory Executive Officers(i) Basic Policy
Remuneration for Directors and Statutory Executive Officers of the Company is determined based on the duties ofeach person, contribution to the Company, base compensation, prior experience, etc.
(ii) 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 theperformance-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 a performance-based
bonus. The monthly base salary is a fixed amount based on the role and responsibilities of each Statutory
Executive Officer, whereas the performance-based bonus is based on the performance of the Company and thedepartment and individuals for which each Statutory Executive Officer is responsible.
- Stock Options
Stock options are granted to Directors and Statutory Executive Officers to strengthen their motivation to
improve performance for the benefit of shareholders. These stock options are granted in addition to the
remuneration described above.

(6) Outside Offices Held(i) Positions in Other Companies and the Relationship between the Company and these Other Companies- Samuel T. W. Chu, External Director, is also Founder and Chairman and Chief Executive Officer ofInternational Business Communications, Inc., Taiwan. The Company has no relationship with International
Business Communications, Inc., Taiwan.
- Hidenao Toyoshima, External Director, is also Head of Toyoshima Law Office. The Company has no
relationship with Toyoshima Law Office.
- Katsuhiko Hattori, External Director, is also Vice President & Representative Statutory Executive Officer ofContec Ltd.

The Company has no relationship with Contec Co., Ltd.

- 15 -

(ii) Positions as External Directors in Other Companies- Katsu Fujita, External Director, is a Member of Conciliation of Civil Affairs, Tokyo District Court. The
Company has no relationship with the Tokyo District Court.
- Hidenao Toyoshima, External Director, is a Statutory Auditor of Saitama Resona Bank, Ltd., an External
Director for San-ai Co., Ltd, an External Director of Aishin Co., Ltd., a Statutory Auditor of SHUFU TO
SEIKATSU SHA CO. LTD., an External Director of SC Investment Co., Ltd., an External Director of Nissin
Servicer Co., Ltd., an External Director of Taiko Denki Co., Ltd., an External Director of KOYO Shoji
Corporation, a substitute Statutory Auditor of Takasago Thermal Engineering Co., Ltd., an External Auditorof ZERO START COMMUNICATIONS Co., Ltd., and an External Auditor of Ginza Kimuraya. The
Company has no relationship with the above-mentioned companies.
- Tetsuya Fujita, External Director, is Auditor of St. Thomas University.

The Company has no relationshipwith St. Thomas University.

(iii) Relationship with the Company or Related Entities of the Company
The five External Directors, to the best of the Company’s knowledge, have no spouse or relatives in the third
degree or closer who are Statutory Executive Officers of the Company or related entities of the Company.

- 16 -

(iv) Principal Activities in the Current Fiscal Year
Activities

External
Director

External
Director

External
Director

External
Director

External
Director

Samuel T. W.
Chu

Attended 13 out of 13 meetings (attendance rate: 100%) of the Board of
Directors held in the current fiscal year. Also attended 8 out of 8 meetings(attendance rate: 100%) of the Nominating Committee held in the current
fiscal year and attended 6 out of 6 meetings (attendance rate: 100%) of theCompensation Committee held in the current fiscal year.
Commented and advised on resolutions and discussions from an objective
standpoint independent from the management team.

Katsu Fujita

Attended 13 out of 13 meetings (attendance rate: 100%) of the Board of
Directors held in the current fiscal year. Also attended 8 out of 8 meetings(attendance rate: 100%) of the Nominating Committee held in the current
fiscal year and attended 6 out of 6 meetings (attendance rate: 100%) of theCompensation Committee held in the current fiscal year. Also attended 15
out of 15 meetings (attendance rate: 100%) of the Audit Committee held in
the current fiscal year.
Commented and advised on resolutions and discussions from an objective
standpoint independent from the management team.

HidenaoToyoshima

Attended 8 out of 13 meetings (attendance rate: 61.5%) of the Board of
Directors held in the current fiscal year. Also attended 15 out of 15 meetings(attendance rate: 100%) of the Audit Committee held in the current fiscal
year.
Commented and advised on resolutions and discussions from an objective
standpoint independent from the management team.

KatsuhikoHattori

Attended 12 out of 13 meetings (attendance rate: 92.3%) of the Board of
Directors held in the current fiscal year. Also attended 8 out of 8 meetings(attendance rate: 100%) of the Nominating Committee held in the current
fiscal year and attended 6 out of 6 meetings (attendance rate: 100%) of theCompensation Committee held in the current fiscal year. Also attended 6 outof 6 meetings (attendance rate: 100%) of the Audit Committee held in his
tenure in the current fiscal year.
Commented and advised on resolutions and discussions from an objective
standpoint independent from the management team.

Tetsuya Fujita

After becoming a Director, attended 9 out of 9 meetings (attendance rate:100%) of the Board of Directors held in the current fiscal year. Afterbecoming a member of the Audit Committee, attended 9 out of 9 meetings(attendance rate: 100%) of the Audit Committee held in the current fiscal
year.
Commented and advised on resolutions and discussions from an objective
standpoint independent from the management team.

(v) Outline of Limited Liability Agreement with External Directors
The Company has entered into agreements to limit liability under Article 423, paragraph 1 of the Company Law
pursuant to the provisions of Article 427, paragraph 1 thereof in order to retain talented persons as External
Directors.
The extent of liability for compensation under the agreements is the minimum limited liability amount as definedin Article 425, paragraph 1 of the Company Law; provided that the liability is limited only when the External
Directors have performed their duties in good faith and without gross negligence.

- 17 -

4. Independent Auditor(1) Grant Thornton Taiyo ASG(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 services provided for in accordance with Article 2, paragraph 1of the Certified Public Accountants Law (Law No. 103 of 1948)(ii)

Total money and other financial benefits payable by the Company and subsidiaries
to the Independent Auditor¥107 million¥144 million(Note) Audit agreements between the Company and the Independent Auditor do not clearly itemize the amounts of audit fees
for the audits under both the Company Law and the Financial Instruments and Exchange Law, and, as a matter ofpracticality, the Company is not able to itemize them. Therefore, the amount of fees for the Independent Auditor for thecurrent 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 willconsider the removal or non-reappointment of the Independent Auditor based on the facts. If the Audit Committee
determines that the removal or non-reappointment is appropriate, it will propose the same to the Annual General
Meeting of Shareholders pursuant to the Regulations of the Audit Committee.
5. Structure to Ensure Appropriate Business Activity【1】Basic View on Internal Control System
The Company, pursuant to the Company Law, has set forth a “Basic Policy for the Establishment of Structure ofInternal Controls,” established the required internal regulations, ensured the legality and efficiency of the businessof the Company, and established an appropriate risk management system. The Company will strive to improve andreinforce these systems through continuous review.

(1) Internal Control to Ensure that Statutory Executive Officers Execute Their Duties in Conformity with Laws
and Regulations and the Articles of Incorporation(i) Corporate Governance- The Board of Directors determines material matters regarding management and supervises the execution ofduties by Statutory Executive Officers pursuant to laws and regulations, the Articles of Incorporation, theresolutions of the Annual General Meeting of Shareholders, the Regulations of the Board of Directors, theIchigo 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 ReportingStandards to the Board of Directors and makes decisions on the execution of business to be determined by
the Board of Directors pursuant to the Standards.
- The Statutory Executive Officers make decisions on the execution of business that are delegated by 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, theStatutory Executive Officers report on the status of the execution of business to the Board of Directors atleast once in three months. Statutory Executive Officers monitor and supervise 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- 18 -

- 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 appointed the head (Chairman & Representative Statutory Executive Officer and President& Representative Statutory Executive Officer), statutory executive officers (Senior Executive Managing
Director & Statutory Executive Officer, Administration), and staff in charge of compliance management(Legal & Compliance) to promote compliance.
- The Company maintains an internal reporting system whereby Directors, Statutory Executive Officers, andemployees may report any questionable acts in terms of compliance through internal reporting contacts oroutside lawyers.
(iii) Structure to Ensure Appropriate Financial Reports- The Company has established internal systems to ensure lawful, appropriate financial reports by establishinginternal regulations and by complying with Financial Instruments and Exchange Act, accounting standards
and other related laws and regulations.
- The head (President & Representative Statutory Executive Officer), statutory executive officers (Senior
Executive Managing Director & Statutory Executive Officer, Administration), and staff in charge of J-SOX(Internal Audit Department) promote and establish an internal structure which complies with J-SOX.
(iv) Internal Audit
The Company has established the Internal Audit Department which reports directly to the Audit Committee. A
person separately designated by the Audit Committee or the Internal Audit Office conducts an internal audit ofbusiness with respect to compliance with laws and regulations, the Articles of Incorporation, internal
regulations, and the appropriateness 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
Internal Audit Office reports on the correction to and the improvement of matters indicated at the internal audit
to the Audit Committee, the Chairman & Representative Statutory Executive Officer, the President &Representative Statutory Executive Officer, and the Board of Directors.
(v) Rejection of Anti-Social Forces- In order to prevent anti-social forces from entering into the real estate and financial markets, the Company
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 institutions.
- The Company has appointed statutory officers (Senior Executive Management Officer & Statutory Executive
Officer, Administration) and staff (Legal & Compliance) 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 business counterparties; include
provisions against anti-social forces in agreements, etc.
(2) Systems Regarding 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 of duties by the
Statutory Executive Officers with due care and in compliance with laws and regulations and internal regulations.
(3) Regulations and Other Systems regarding Risk Management(i) The Company controls the risk management of each department, establishes basic policies on risk
management, and determines the execution of risk management and other material matters through theBusiness Management Department. The Business Management Department also supports each department inestablishing a risk management system and establishes a company-wide, cross-departmental risk
management system.
(ii) The Company, in order to enhance its risk management, has appointed a risk management head (Chairman &- 19 -

Representative Statutory Executive Officer), statutory officers (Senior Managing Director & Statutory
Executive Officer, Administration), and staff in charge of compliance (Legal & Compliance).
(iii) Statutory Executive Officer and staff in charge of compliance ensure risk management of material mattersthat involve management decisions. These require approvals from the President & Representative Statutory
Executive Officer and a division head & Statutory Executive Officer.
(iv) With respect to natural disasters and other risk management systems, the Company is establishing systems
with the cooperation of each department, primarily driven by the Business Management Department. The
Company has established a system which creates a task force, prevents an expansion of damage, and allows
for speedy recovery in the event of crisis.
(4) System to Ensure Effective Execution of Duties by Statutory Executive Officers(i) The Board of Directors authorizes the 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 President & Representative Statutory Executive Officer
and a division head & Statutory Executive Officer, the Statutory Executive Officer who is in charge of
Accounting & Business Planning convenes meetings including Statutory Executive Officers and ensures asmooth execution of duties.
(ii) The Company creates a mid-term management plan, an annual President’s objective, annual Group target, andannual division targets based on Ichigo Group principles. The Statutory Executive Officer who is in charge ofbusiness planning ensures effective and efficient management by charting the progress against these objectives.
(5) When the Audit Committee Requires Directors and Employees to Assist in the Performance of its Duties
When required by the Audit Committee, Directors and Employees assist in the performance of its duties.
(6) The 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 disposition of the relevant employees requires the consent of
the Audit Committee. This ensures independence from the Statutory Executive Officers. Other matters regarding
the independence of such Directors and employees from the Statutory Executive Officers are pursuant to theinternal regulations as separately provided.
(7) System of Reports by Statutory Executive Officers and Employees to the Audit Committee and Other
Systems regarding Reports to the Audit Committee(i) The Audit Committee Member 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 and report to the
Audit Committee and Audit Committee Members as required.
(iii) Statutory Executive Officers and employees immediately report to the Audit Committee Members
1. the details of decisions which may have a material impact on finance and business (including mattersregarding 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 recognizes as material enough to be reported(8) 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- 20 -

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 closely with the independent auditor andexchange opinions about matters on internal audit.
(ii) The Audit Committee or the Audit Committee Member designated by the Audit Committee may, if it deems
necessary, retain any lawyers, certified public accountants, consultants and other outside advisors at theCompany’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 the execution of duties
by the Audit Committee to the Board of Directors at least once every three months.

(9) System to Ensure Appropriate Business by the Company and its Subsidiaries(i) Ichigo Group subsidiaries share the Ichigo Group’s management philosophy, code of corporate ethics, andcode of conduct.
(ii) The Company’s subsidiaries, pursuant to internal regulations, are managed and controlled by the divisions thatare in charge of managing subsidiaries, which are also responsible for providing advice on matters of eachcompany’s corporate governance, compliance, and risk management.
(iii) The Audit Committee works closely with Group companies by holding liaison meetings with the auditors of
the Group companies to exchange opinions about material matters on internal audit.
(iv) 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.

【2】Policies Against Anti-Social Forces
The Company has a policy against anti-social forces included 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.
(1) Responsible Departments and Persons
The Company has appointed the Statutory Executive Officer (Administration) as a responsible manager andLegal & Compliance as a responsible department which handle against claims from anti-social forces incooperation with relevant departments.
The Company also has former prosecutors and judges as external directors or advisors who help supervise theCompany’s anti-social forces system.
(2) Cooperation and Coordination with External Experts
The Company has established a system against anti-social forces system in cooperation and coordination withexternal experts such as the Organized Crime Investigation Division of Tokyo Metropolitan Police Department,
the Marunouchi Police Department, and external lawyers, and is a member of associations to combat anti-social
forces in Tokyo and Osaka to receive guidance and share information.
(3) Collection and Management of Information on Anti-Social Forces
The Head of Legal & Compliance is responsible for managing information on anti-social forces gathered in andoutside of the Company, and uses such information to ensure transaction counterparties are not anti-social forces.
(4) 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.
(5) Implementation of Provisions Against Anti-Social Forces
The Company shall set forth provisions against anti-social forces in standard written agreements, and terminate
contracts if the counterparty is discovered to be an anti-social force.
(6) Anti-Social Forces Training
Directors and employees of the Company check their behavior based on the Compliance Check List submitted to- 21 -

Legal & Compliance on a monthly 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 andmoney laundering. Guidance from external experts is also delivered to all directors and employees promptly toraise awareness and prevent anti-social forces.

6. Policy on Corporate Control (Takeover Defenses)
The Company has not adopted any takeover defense, poison pill, or any other policy with respect to persons who
would seek to control decisions on the Company’s financial and business policies.

- 22 -

Consolidated Balance Sheet(as of February 28, 2011)(Million yen)
Item
AssetsCurrent Assets
Cash and cash equivalents
Trade notes and accounts receivable

Amount87,215
12,343696

Operational investments in loans

1,135

Operational investments in securities

8,035

Real estate for sale68,823

Others780

Less: allowance for doubtful accounts
Fixed Assets
Tangible assets
Buildings
Land
Others-4,60011,438
3,178
1,504
1,568
105

Intangible assets

2,009

Goodwill
OthersInvestments and Other Assets
Investments in securities
Long-term loans receivable
Other investments
Less: allowance for doubtful
accounts

1,970
39
6,249
5,682
14
684

Total assets-131

98,653(Amounts less than one million yen have been rounded off.)- 23 -

Item
Liabilities
Current Liabilities
Trade notes and accounts payable
Short-term borrowings
Corporate bonds (due within one
year)
Non-recourse bonds (due within
one year)Long-term loans (due within one
year)
Long-term non-recourse loans(due within one year)
Income taxes payable
Accrued bonuses
Other current liabilities
Long Term Liabilities
Long-term borrowings
Long-term non-recourse loans
Long-term security deposits
received
Negative goodwill
Other long-term liabilities
Total liabilities
Net Assets
Shareholders’ Equity
CapitalCapital reserve
Retained earnings
Treasury stock
Revaluation and adjustment
Unrealized gain on other securities,
net
Foreign currency translation
adjustment
Stock acquisition rights
Minority interests
Total net assets
Total liabilities and net assets

Amount35,417
47
1,293
400
1,280
2,874
25,24399
24
4,155
35,463
6,215
25,3903,392
451
1370,88125,644
18,078
2,447
5,155
-36
-130
362
-492
80
2,177
27,771
98,653

Consolidated Income Statement
From March 1, 2010
To February 28, 2011
(Million yen)
Item
Revenues
Cost of revenues
Gross profit
SG&A
Operating profit
Non-operating profit
Interest income
Dividend income
Earnings of affiliates
Amortization of negative goodwill
Currency gain
Unrealized gain on derivatives
OthersNon-operating expenses
Interest on debt
OthersRecurring profit
Extraordinary gain
Gain on sales of investments in securities
Gain on sales of equity holdings in affiliates
OthersExtraordinary Loss
Shutdown cost of subsidiary
OthersProfit before income taxes
Income taxes
Gain on minority interests
Net profit

Amount12,760
8,805
3,954
2,603
1,351
35
11
466
90
2
28
58
340
87

1,476
2,344
181
2,643
86

(Amounts less than one million yen have been rounded off.)U- 24 -

694

428
1,616

4,002

2,730
2,889
41
2,227
620

Consolidated Statement of Changes in Shareholders' Equity
From March 1, 2010
To February 28, 2011
(Million yen)
Shareholders’ Equity
Commonstock
Balance as of February 28,
2010
Changes in the fiscal year
Issuance of new shares
Transfer to capital reserve
Transfer from capital
Transfer to retained earnings
Transfer from capital reserve
Change in consolidated
subsidiaries
Net profit
Other
Changes in items other thanshareholders’ equity
Total changes
Balance as of February 28,
2011

Capitalreserve

Retainedearnings

23,138

4,055

2,395
-7,454

2,395-6,461-36

11,457
-461

-461

620
0

620
0

7,454
-11,457

0

20,695
4,790-7,454
7,454-11,457
11,457-5,059-1,607

11,616-

4,949

18,078

2,447

5,155

-36

25,644

Revaluation and adjustment
Stock
Unrealized Foreign currency
Total revaluation acquisition
gain on othertranslationrightsand adjustment
securities, net
adjustment
Balance as of February 28,
2010
Changes in the fiscal year
Issuance of new shares
Transfer to capitalreserve
Transfer from capital
Transfer to retained
earnings
Transfer from capitalreserve
Change in consolidated
subsidiaries
Net profit
Other
Changes in items otherthan shareholders’ equity
Total changes
Balance as of February 28,
2011

Total
shareholders’equityTreasury stock

1,252-1,452-200

32

Minority
interests

Total net
assets2,995

23,5234,790-7,454
7,454-11,457
11,457
-461
620
0

-890

959

69

47

-818

-700

-890

959

69

47

-818

4,248

362

-492

-130

80

2,177

27,771(Amounts less than one million yen have been rounded off.)- 25 -

Notes to the Consolidated Financial Statements
1. Material Matters for Preparation of Consolidated Financial Statements(1) Scope of Consolidation(i) Consolidated Subsidiaries- Number of consolidated subsidiaries- Major consolidated subsidiaries

52 companies
Ichigo Real Estate Investment Advisors Co., Ltd.
Ichigo REIT Management Co., Ltd.
Ichigo Estate Co., Ltd.
Ichigo Solutions Co., Ltd.
Ichigo Marché Co., Ltd.
Miyako City Co., Ltd.
Takara Building Maintenance Co., Ltd.

Ichigo REIT Management Co., Ltd. and Takara Building Maintenance Co., Ltd., all shares of which theCompany acquired during the fiscal year, have been included in the scope of consolidation.
Ichigo Estate Co., Ltd. which was newly established during the fiscal year has been included in the scope of
consolidation.
Two investment associations in which the Company newly invested during the fiscal year have been included in
the scope of consolidation.
One investment association has been included in the scope of consolidation because the Company added to its
investment during the fiscal year.
Two investment associations have been excluded from the scope of consolidation because the Company sold allof its investment during the fiscal year.
Three investment associations have been excluded from the scope of consolidation because they were dissolved
during the fiscal year.
Six investment associations have been excluded from the scope of consolidation because they no longer qualify
as being important during the fiscal year.
Asset Investment Advisors Co., Ltd. changed its name to Ichigo Real Estate Investment Advisors Co., Ltd.,effective September 1, 2010.
Asset Financial Solutions Co., Ltd. changed its name to Ichigo Solutions Co., Ltd., effective September 1, 2010.
Asset Logistics Co., Ltd. changed its name to Ichigo Marché Co., Ltd., effective September 1, 2010.

(ii) Major Non-Consolidated Subsidiaries
N/A(iii) Reason Why Some Companies Were Not Classified as Subsidiaries in Spite of the Company Possessing a
Majority of their Voting Rights
 Name of company
Albatross Reason why not classified as subsidiary
Shares are held solely for operational investment purposes.

- 26 -

(iv) Special Purpose Companies Subject to Disclosure
Ichigo Group holds preferred shares of three special purpose companies (pursuant to Japan’s Asset
Liquidation Law) related to its real estate investment and management business. Ichigo Group expects to earn
returns on these investments via rental income and capital gains. If a loss occurs in the future, the loss islimited to the amount of preferred shares. One of the Company’s employees holds a position as a director of
one of the special purpose companies. The Company does not have voting rights in any of the special purpose
companies.
The description of the companies and the details of transactions are per the following:(Million yen)Transaction amount /outstanding amount asof the end of February
2011-Management
Investment inequities

1,316

Profit / Loss
Item

AmountAsset management fee, etc

68

Dividend, etc.

-

The below chart shows assets and liabilities of the aforementioned funds.
(Million yen)
AssetsReal Estate
Other

12,509741
Total

13,250- 27 -

Liabilities and Net Assets
Debts and others
Deposits payable
Other
Total

9,557
4,244
-551
13,250(2) Application of Equity Method(i) Affiliates under Equity Method
Number and names of affiliates accounted for under the equity method: 2 companies, Financia CI, Corp. &CITIC International Assets Management Limited
Jia Sheng Holdings Limited has been excluded from the scope of equity method because the Company solda part of its investment during the fiscal year.
Two investment associations have been excluded from the scope of equity method because the Company
sold all of its investment in the partnerships.
Two investment associations have been excluded from the scope of equity method because they weredissolved or liquidated during the fiscal year.
Three investment associations have been excluded from the scope of affiliation via the equity method
because they no longer qualified as important during the fiscal year.
(ii) Non-Consolidated Subsidiaries under Equity Method
N/A(iii) Major Non-Consolidated Subsidiaries not under Equity Method
N/A(iv) Affiliates not under Equity Method
N/A(v) Reason Why Some Companies Were Not Classified as Affiliates despite the Company Possessing 20% or
50% or More of Their Voting Rights
 Company
Upfront Technology Co., Ltd. and one other company
 Reason not classified as affiliates
Shares are held solely for operational investment purposes.
(3) Fiscal Year of Consolidated Subsidiaries
Fiscal year dates of consolidated subsidiaries are as follows:
January 31
13 companies
February 28
15 companies
December 31
24 companies
For subsidiaries whose fiscal year ends December 31 or January 31, financial data as of that date have been used.
However, necessary adjustments for consolidation have been made with respect to significant transactions which
occurred by the consolidated fiscal year date of February 28.
(4) Accounting Standards(i) Valuation of Material Assets
a. Other Securities- With available market quotations

Carried at fair value on the consolidated fiscal year date (unrealized
gain or loss is included directly in net assets and the cost of othersecurities sold is calculated by the moving average method).

- Without available market quotations Moving average cost method
However, investments in investment associations are detailed in (v)Other Material Matters for Preparation of Consolidated Financial
Statements, d. Investment associations.
b. Derivatives

Mark-to-market- 28 -

c. Inventories- Real estate for sale: Stated at cost determined by the individual cost method
Some consolidated subsidiaries amortize real estate for sale in the same way as that of property andequipment.
(ii) Depreciation and Amortization Methods for Material Depreciable Assets- Tangible assets: Straight-line method (in principal)
Useful lives: Buildings and structures

3–50 years(iii) Accounting Standards for Material Allowancesa. Allowance for Doubtful Accounts

Reserved for based on the historical experience of bad debts withrespect to ordinary receivables, plus an estimate of uncollectible
amounts determined by reference to specific doubtful receivablesfrom customers which are experiencing financial difficulties.

b. Allowance for Bonus

Reserved for based on an estimated amount for the current fiscal
year.

c. Allowance for Loss from Liquidation

Reserved for based upon an estimated amount of loss that may
arisein relation to the liquidation of affiliates.

(Additional Information)
The Company recorded a loss of ¥2,643 million in the current fiscal year related to liquidation of a consolidated
subsidiary, Asset Managers (Asia) Company Limited.
The amount of the above loss expected to arise in the future is recorded as an allowance in the following items:
Items

Sub-items

Estimated amount to be realized at thetime of liquidation in the “foreign
currency translation adjustment”

Foreign currencytranslation adjustment

Estimated amount of loss associatedwith other liquidation items“Others” in Current
Liabilities

Amount(Million yen)
1,117

Total

144

1,261

(iv) Material Hedge Accounting
a. Hedge accounting method
In principle, the Company adopts the deferral hedge accounting method. However, with respect to certain
foreign currency forward contracts, interest rate swaps, and interest rate caps which meet certain criteria,
the Company may use another appropriate method.
b. Hedging instruments and hedged items
Hedging instruments

Interest rate swaps, and interest rate caps.

Hedged items

Borrowings.

c. Hedging policy
The Company hedges the risk from changes in foreign exchange rates and interest rates in its operating andfinancing activities based on internal policies.
d. Evaluation method of effectiveness of hedging activities.
The Company evaluates the effectiveness of hedging activities by reference to the accumulated gain or loss
on the hedging instruments and related hedged items for a period from the commencement of the hedges tothe time of evaluation.

- 29 -

(v) Other Material Matters for Preparation of Consolidated Financial Statementsa. Consumption tax
Consumption taxes are excluded from the relevant revenue, costs, or expenses.
Non-deductible consumption taxes are generally accounted for as periodic costs in the current fiscal year;
however, certain items paid in connection with the acquisition of assets are amortized based on thestraight-line method over five years.
b. Operational investments
Operational investments which are conducted by the Company as operations of the real estate fund businessand the M&A business are classified as "operational investments in securities” and “operational investments
in loans” within current assets. Gains and losses arising from operational investments are shown underoperating income and expense.
Although the Company may control the decision-making body of investment vehicles or hold significant
influence over them by holding shares, shares are held solely for operational investment purposes and theCompany has no intention of holding them as subsidiaries or affiliates. Therefore such investment vehicles
are excluded from subsidiaries or affiliates.
c. Investment associations
The Company accounts for investments in investment associations as “operational investments insecurities” and “investments in securities” (the “investments in associations”). Such investments arerecorded at the time the investments are made. Gains and losses distributed from the investment
associations are recorded as Revenues and the investments in associations increase or decrease by the sameamount. Refunds received from the investment associations are credited to the Investments in associations.
d. Consolidated tax treatment
The Company qualified for consolidated tax treatment from this fiscal year.
(5) Valuation of Assets and Liabilities of Consolidated Subsidiaries
All of the assets and liabilities of consolidated subsidiaries are evaluated at fair value.
(6) Amortization of Goodwill and Negative Goodwill
Goodwill and negative goodwill are amortized over 5 and 20 years in accordance with the actual condition ofsubsidiaries using the straight-line method.
2. Changes in Material Matters for Preparation of Consolidated Financial Statements(1) Changes in Scope of Consolidation and Application of Equity Method
Specified in Note 1. (1) and (2).
(2) Changes in Accounting Policy
Accounting treatment on Adoption of “Accounting Standard for Business Combination
Starting from the current interim period, the Company adopted the “Accounting Standard for Business
Combination” (Financial Accounting Standard No. 21, December 26, 2008), “Accounting Standard forConsolidated Financial Statement” (Financial Accounting Standard No. 22, December 26, 2008), “Partial
Amendment of Financial Accounting Standard for Research and Development Cost, etc.” (Financial AccountingStandard No. 23, December 26, 2008), “Accounting Standard for Separation of Business, etc.” (Financial
Accounting Standard No. 7, December 26, 2008), “Accounting Standard for Application of Equity Method”(Financial Accounting Standard No. 16, December 26, 2008), “Application Guidelines for Accounting Standard
for Corporate Combinations and Accounting Standard for Separation of Business” (Application Guidelines for
Financial Accounting Standard No. 10, December 26, 2008).
(3) Changes in Presentation(Consolidated Balance Sheet)- 30 -

“Allowance for Doubtful Accounts” in the Extraordinary Losses (9 million yen in the current fiscal year) which
was presented in a separate item in the previous fiscal year is presented as “Others” in the Extraordinary Losses.
3. Notes to Consolidated Balance Sheet(1) Investments in SecuritiesThose related to non-consolidated subsidiaries and affiliates are as follows:
Investments in securities¥1,986 million(2) Assets Provided as Collateral- Assets Provided as Collateral
Cash and cash equivalents
Real estate assets for sale
Investments in securities
Total¥1,220 million¥9,683 million¥105 million¥11,010 million- Secured obligations
Short-term borrowings
Long-term loans (due within one year)
Long-term borrowings
Total¥1,158 million¥2,760 million¥6,088 million¥10,006 million(Note) In addition to the above, the Company provided ¥108 million of cash and cash equivalents and ¥331
million of investments in securities to secure bank guarantees for ¥400 million of corporate bonds (duewithin one year).
(3) Non-Recourse Loans and Non-Recourse Bonds
Non-recourse loans and non-recourse bonds are borrowings and corporate bonds whose funds for repayment arelimited only to the underlying real estate and profits from such real estate. The lender has no recourse to theCompany in the event of a failure of payment.
Debts whose funds for repayment are likely to fall short are presented excluding such shortfall on the
consolidated balance sheet. Debts, valuation account, and amounts recorded in consolidated balance sheet are as
follows:(Million yen)Amounts recorded in
Debts
Valuation
consolidated balancesheet
Non-recourse bonds (due within one year)
1,280
1,280
Long-term non-recourse loans (due within
28,625-3,382
25,243one year)Long-term non-recourse loans
25,648-258
25,390Total
55,554-3,64051,914
Assets provided as collateral and secured obligations with respect to the non-recourse loans and non-recoursebonds are as follows:- Assets Provided as Collateral
Cash and cash equivalents
Real estate for sale
Operating Loans
Total¥5,377 million¥ 57,649 million¥ 300 million¥ 63,327 million- 31 -

- Secured obligations
Non-recourse bonds (due within one year)
Long-term non-recourse loans (due within one year)
Long-term non-recourse loans
Total¥1,280 million¥28,625 million¥25,648 million¥55,554 million(4) Breakdown of Operational Investments in Securities and Operational Investments in Loans
Shares¥2,309 million
Bonds¥3,889 million
Investments in tokumei kumiai partnerships¥1,836 million
Total¥8,035 million(Note) Investments in tokumei kumiai partnerships include securities under Article 2 of the Financial
Instruments and Exchange Law or rights which are deemed to be securities.
4. Notes to Consolidated Statement of Changes in Shareholders' Equity(1) Type and Number of Shares Issued and Type and Number of Treasury Stock
Number of sharesat the end of
previous fiscal
year

Increase in shares
during the current
fiscal year

Decrease in shares
during the current
fiscal year

Number of sharesat the end of thecurrent fiscal year――

2,336,559
2,336,559

―
―

240
240

Shares issued
Common stock
1,750,275
586,284
Total
1,750,275
586,284
Treasury stock
Common stock
240
―
Total
240
―
(Note) Details of increased number of common shares issued
Increase by the exercise of March 17, 2012 Convertible Notes:

586,284 shares(2) Stock Acquisition Rights

Category

Stock acquisitionrightsThe
Company

Stock acquisitionrights attached toMarch 17, 2012
Convertible Notes
9th stockacquisition rightplan

Number of shares to be issued
Increase
Decrease
As of thein thein theend of thecurrent
current
current
fiscal year fiscal year
fiscal year

Balance atthe end of
the current
fiscal year)

586,284

―

―

－

1,595

17,084¥80 illion－

587,879

17,084¥80 million

Type ofshares

As of theend of theprevious
fiscal year

Commonstock

586,284－

Commonstock

18,679－604,963

Total(3) Distribution of Retained Earnings(i) Amount of Dividends Paid
N/A(ii) Dividends whose Record Date is in the Current Fiscal Year but the Effective Date is in the Next Fiscal Year
N/A

- 32 -

5. Notes on Financial Instruments(1) Matters Concerning Status of Financial Instruments(i) Policies on Financial Instruments
Ichigo Group finances its necessary operating capital mainly via bank loans and corporate bonds in light of new
investment and asset disposition plans. Short-term excess funds are managed in liquid financial instruments suchas bank deposits, and short-term working capital is financed via bank loans.

As Company policy, derivatives

transactions are used for the purpose to avert risks mentioned below. Speculative derivatives transactions are notconducted.
(ii) Details and Risks of Financial Instruments
Notes receivable and accounts receivable are operating receivables that are exposed to customer credit risks.
Foreign currency-denominated financial instruments in overseas business operations are exposed to currency
risks.
Operational investments in securities include investments in corporate equities both inside and outside of Japanand domestic real estate funds, and investments in securities mainly take the form of equity and are typicallyinvestments in companies with which the Company has a business relationship. All of these investments are
exposed to issuer credit risk, interest rate risk and price fluctuation risks.

Financial instruments denominated inforeign currencies are exposed to currency risk.

Most of notes payable and accounts payable are operating payables that are due within three months anddenominated in Japanese yen.

Corporate bonds, non-recourse bonds, other borrowings, and non-recourse loans are for the purpose of financing
investments and capital expenditures, and are expected to be redeemed or repaid within approximately four years
after the fiscal year end.

Floating-rate loans are exposed to interest rate risk, a part of which is hedged utilizing

derivatives transactions (e.g., interest rate swaps and interest rate caps).

Please refer to (iv) Material Hedge

Accounting, (4) Accounting Standards of 1. Material Matters for Preparation of Consolidated Financial
Statements for method, objects, policies, and evaluation of effectiveness of hedging activities.

(iii) Risk Management of Financial Instrumentsa) Management of Credit Risk
Operating receivables exist mainly at subsidiaries. Responsible departments monitor the collection status
pursuant to the designated procedure for mitigation of collection risk. Other operating receivables arise
irregularly, e.g., at a time of investment monetization, the responsible department determines the executionof the transaction based on the term needed for disposition and credit worthiness of the counterparty, andmonitors the receivable until it is collected in accordance with the agreement.

The Company monitors

operational investments in securities and investments in securities with respect to the financial status of theissuers and reviews holding policies, as necessary and appropriate.

- 33 -

b) Management of Market Risk
The Company utilizes interest rate swaps and interest rate caps for the purpose of reducing interest rate risk
on interest payables.

The Company monitors operational investments in securities and investments insecurities, which have market risks (e.g., real estate funds) or are denominated in foreign currencies regularly
for the impact from the market value and currency rate and review the holding policies as necessary.
Derivative transactions are executed and controlled in the Finance Department in accordance with thedesignated procedure.
c) Management of Liquidity Risk
The Company establishes and updates its funding plan as necessary based on new investment and disposition
plans established by the responsible departments, as well as manages liquidity risk by maintaining short-term
liquidity.
d) Supplement to Matters Concerning Market Values of Financial Instruments
Market values of financial instruments include prices based on the market price as well as prices calculated
based on rational assumptions if the market price is not available.

Such prices may fluctuate, since theyreflect the fluctuating variables and assumptions in the calculation process.

- 34 -

(2) Adjustments to Market Values of Financial Instruments
Amounts recorded on the consolidated balance sheet for market values and their differences are shown below.
(Note that there are no differences recorded for this fiscal year.) Those which were deemed difficult to obtain themarket value are not included in the table below (Refer to Note 2).
(Million yen)Amount Recorded on

Market Value

Difference

Consolidated Balance
Sheet(1) Cash and cash equivalents

12,343

12,343

-

560

560

-

361

361

-

1,448

1,448

-

626

626

-

4

4

0

15,344

15,344

0

47

47

-

1,293

1,293

-

400

400

-

1,280

1,280

-

2,874

2,874

-

25,24325,243

-

99

99

-

(8) Long-Term Corporate Debt

6,215

6,215

0

(9) Long-Term Non-Recourse Loans

25,39025,546

155

Total Debt

62,84362,999

156

(10)

(10)

-

(2) Notes Receivables and Accounts
Receivable(*1)(3) Operating Loans (*1)(4) Operating investments insecurities(*1)(5) Investments in securities (*1)(6)

Long-Term Loans (*1)

Total Assets(1) Notes Payable and Accounts
Payable(2) Short-Term Borrowings(3) Corporate Bonds (due within oneyear)(4) Non-Recourse Bonds (expected tobe repaid within one year)(5) Long-Term Loans (due within one
year)(6) Non-Recourse Bonds (due within
one year)(7) Corporate Tax Payable

Derivatives Transactions (*2)(*1) Excluding allowance for doubtful accounts which are recorded separately.
(*2) Receivables and payables arisen from derivatives transactions are shown in net. Items which consist of thetotal net payable are shown in brackets.

- 35 -

(Note) 1. Calculation Method of Market Value of Financial Instruments and Matters Concerning Securities andDerivatives Transactions
Assets(1) Cash and cash equivalents
Carried at book value because of the market value’s closeness to book value due to a shortsettlement period.
(2) Notes Receivables and Accounts Receivable
Carried at market value which is the book value less any provision for loan losses.
(3) Operating Loans Receivable
Generally, loans are carried at book value because of the market value’s closeness to book value
due to a short settlement period. Certain debts such as loans with default risk are carried at bookvalue less the estimated doubtful accounts.
(4) Operational investments in securities and (5) investments in securities
The market values of equities are the last traded exchange price, and bonds are the last-tradedexchange price or dealer-indicated price.
(6) Long-Term Loans
The market values of long-term loans are calculated based on the present value of the total amountof the principal using an interest rate expected for similar new loans.

Certain debts such as loans

with default risk are at book value less the estimated doubtful accounts.
Debt(1) Notes Payable and Accounts Payable, (2) Short-Term Loans, (3) Corporate Bonds with Maturity
within 1 Year, (5) Long-Term Loans with Maturity within 1 Year, and (7) Corporate Tax Payable
Carried at book value because of the market value’s closeness to book value due to a shortsettlement period.
(4) Non-Recourse Corporate Bonds with Maturity within 1 Yearand (6) Non-Recourse Corporate

Bonds with Maturity within 1 Year
Carried at book value because of the market value’s closeness to book value due to a shortsettlement period.
Borrowings deemed to be short in repayment proceed is presented based on the discounted current
value deducted with the shortage amount due to its closeness to the market value as of the fiscal
year end.
(8) Long-Term Loans
Floating-rate borrowings among long-term borrowings are carried at book value because of themarket value’s closeness to the book value due to the floating-rate nature of the debt.

The market

values of fixed-rate borrowings are calculated based on the present value of the total amount of theprincipal using an interest rate expected for similar new loans.

- 36 -

(9) Long-Term Non-Recourse Loans
Floating-rate borrowings among long-term borrowings are carried at book value because of themarket value’s closeness to the book value due to the floating-rate nature of the debt.

The market

values of fixed-rate borrowings are calculated based on the present value of the total amount of theprincipal using an interest rate expected for similar new loans.
Derivative Transactions
Please refer to (i) Valuation Standards and Methods for Material Assets, (4) Accounting Standards of 1.
Material Matters for Preparation of Consolidated Financial Statements.
(Note) 2. Financial Instruments for which it is Difficult to Obtain Market Values(Million yen)Classification

Amount Recorded in Consolidated
Balance Sheet(1) Operational investments in securities

3,228(2) Investments in securities

4,970(3) Long-term security deposits received

3,392(1) Operational investments in securities are not subject to the market value disclosure despite being
investment securities, since they are not priced in the market and it is difficult to estimate theirmarket values.
(2) Investments in securities are not subject to the market value disclosure despite being securities ofaffiliates and non-listed securities, since they are not priced in the market, it is hard to estimate its
future cash flows, and it is difficult to estimate their market values.
(3) Long-term security deposits received which are security deposits received from tenants of rental
properties are not subject to the market value disclosure, since it is deemed highly difficult toestimate a reasonable cash flow since they are not priced in the market and it is difficult to know inadvance the security deposit period.
(Additional Information)
The Accounting Standard for Financial Instruments (Accounting Standards No. 10 dated March 10, 2008) andApplication Guidelines for Disclosure of Market Values of Financial Instruments (Accounting Standards No. 19
dated March 10, 2008) have been applied starting this fiscal year.

6. Notes on Rental Properties
Omitted due to the small total amount of leased properties(Additional Information)
The Accounting Standard for Disclosure of Market Values of Leased Properties (Accounting Standards No. 20 dated
November 28, 2008) and Application Guidelines for Disclosure of Market Values of Leased Properties (AccountingStandards No. 23 dated November 28, 2008) have been applied starting this fiscal year.

- 37 -

7. Per Share Data
(1) Net assets per share¥10,920.79(2) Net profits per share¥317.64(3) Net profits per share (fully diluted)¥265.56

8. Material Subsequent Events
N/A- 38 -

Parent Balance Sheet(as of February 28, 2011)(Million yen)
Item
AssetsCurrent Assets
Cash and cash equivalents

Amount15,566
3,391

Receivables

166

Operating loans

646

Operating investment in securities

6,911

Real estate held for sale

7,188

Short-term loans to affiliates
Advance payment
Other
Allowance for doubtful accounts
Fixed Assets
Tangible assets
Buildings
Machinery and equipment
Intangible assets
Software
Other
Investments and other assets
Investment in securities
Investment in securities ofsubsidiaries and affiliates
Investment in securities of otheraffiliates
Corporate bonds of affiliates

3,461
40
379
-6,61820,993
35
19
16
21
20
0
20,936819

Long-term investments in loans

10Long-term loans to affiliates
Other
Allowance for doubtful
accounts

281
94

Total assets

Item
Liabilities
Current Liabilities
Short-term borrowings
Short-term borrowings fromaffiliates
Corporate bonds (due within one
year)
Non-recourse loans (due within
one year)Long-term loans (due within one
year)
Accounts payable
Expenses payable
Income taxes payable
Advances received
Deposits received
Deposits guaranteed
Other
Fixed Liabilities
Long-term borrowings
Other
Total liabilities
Net assets
Shareholders’ equity

Amount
8,443
1,293
2,809
400
300
2,793
203
133
20
157
13
301
18
5,580
5,570
10
14,024
22,831

12,244

Capital18,0786,961

Additional paid-in capital

2,447

650

Capital reserve
Other additional paid-in
capitalRetained earnings
Other retained earnings
Carried forward retained
earnings
Treasury stock
Revaluation and adjustment
Valuation adjustment in othersecurities
Acquisition rights
Total net assets
Total liabilities and net assets

2,395

-125

36,560(Amounts less than one million yen have been rounded off.)- 39 -

52
2,341
2,341
2,341
-36
-376
-376
80
22,53536,560Parent Income Statement
From March 1, 2010
To February 28, 2011
(Million yen)
Item
Revenues
Cost of revenues
Gross profit
SG&A
Operating profit
Non-operating profit
Interest income
Dividend income
Currency gain
Unrealized gain on derivatives
OthersNon-operating expenses
Interest on loans
Interest on bonds
OthersRecurring Loss
Extraordinary gain
Gain on sales of investment in securities
OthersExtraordinary Loss
Unrealized loss on affiliate shares
Extraordinary operating loss
OthersPre-tax Profit
Tax
Net Profit

Amount
4,639
1,495
3,143
1,409
1,734
21
173
5
28
47
343
45
79

808
78
106
44
37

(Amounts less than one million yen have been rounded off.)- 40 -

277

468
1,543

886

187
2,241
-99
2,341

Statement of Parent Changes in Shareholders' Equity
From March 1, 2010
To February 28, 2011
(Million yen)
Shareholders’ Equity
Retained earnings
Carried
Total
Total
forwardretained
capitalretainedearnings
surplusearnings
4,055-11,457-11,457

Capital surplus
Commonstock

Balance at February 28, 2010
Changes in the fiscal year
Issuance of new shares
Transfer to other capital surplus
Transfer from capital
Transfer from capital reserve
Transfer to retained earnings
Transfer from other capitalsurplus
Net profit
Other
Changes in items other thanshareholders’ equity (net)
Changes in the current fiscal year
Balance at February 28, 2011

Capitalreserve

Other
capitalsurplus23,138

4,055

-

2,395
-7,4542,395-4,055

2,395-4,055
7,454
7,454
4,055
4,055
-11,457 -11,457-5,05918,078

Balance at February 28, 2010
Changes in the fiscal year
Issuance of new shares
Transfer to other capital surplus
Transfer from capital
Transfer from capital reserve
Transfer to retained earnings
Transfer from other capital surplus
Net profit
Other
Changes in items other thanshareholders’ equity (net)
Changes in the current fiscal year
Balance at February 28, 2011

-1,660
2,395

Total

Treasuryshareholders’stockequity-36

15,6994,790-11,509
7,454
4,055-11,457

11,457

11,457

11,457
2,341
0

0

0

2,341
0

2,341
0

52
52

-1,6072,447

13,7992,341

13,7992,341

Revaluation andadjustment
Stock acquisitionrights
Unrealized gain on Total revaluation
other securities, net and adjustment
-15
-15
32

-36

7,131
22,831

Total net assets
15,716
4,790-11,509
7,454
4,055-11,457
11,457
2,341
0

-360

-360

47

-312

-360
-376

-360
-376

47
80

6,818
22,535(Amounts less than one million yen have been rounded off.)- 41 -

Notes to Financial Statements
1. Material Accounting Policies(1) Valuation Standards and Method for Securities(i) Shares in subsidiaries and affiliates:

Moving average cost method(ii) Other Securities
Shares with market value:

Mark-to-market on the last date of fiscal year (valuation difference isreported as a component of shareholders’ equity and cost of revenues
is calculated with moving average cost method)

Shares without market value:

Moving average cost method.

The valuation for investment

associations is noted in (11) Investment Associations.
(iii) Derivatives: Mark-to-market(iv) Inventory
Real estate assets for sale:Individual cost method (the amount on balance sheet is written down
to reflect declines in profitability)(2) Depreciation Method for Property and Equipment(i) Tangible assets

Declining-balance method
However, the Company adopts the straight-line method for buildings (excluding
accompanying facilities).
Useful lives are as follows:
Buildings

10-18 years

Machinery and equipment(ii) Intangible assets

4-15 years

Straight-line method
Useful life is as follows:
Software5 years(3) Amortization of Deferred Assets(i) Delivery cost of shares

Full amount is recorded as cost.

(ii) Issuance cost of corporate bonds

Full amount is recorded as cost.

(4) Accounting Standards for Allowances
Allowance for doubtful accounts
The allowance is provided for doubtful accounts based on the historical experience for normal receivables and an
estimate of the collectability for receivables from companies which are experiencing financial difficulties.

(5) Hedge Accounting Method(i) Hedge accounting method
In principle, the Company adopts the deferral hedge accounting method. However, with respect to someinterest rate swaps which meet certain criteria, the Company uses an alternative accounting method, as
reasonable and appropriate.

- 42 -

(ii) Hedging instruments and hedged items
Hedging instruments:

Interest rate swaps

Hedged items:

Borrowings(iii) Hedging Policy
The Company uses derivative financial instruments in its financing activities to hedge possible future
movements in interest rates.
(iv) Assessment of Hedge Effectiveness
The Company omits evaluating hedge effectiveness since it only applies to interest rate swaps which meetcertain criteria.
(6) Material Changes in Presentation(i) Consumption Tax
Consumption taxes are excluded from the relevant revenue, costs or expenses. Non-deductible consumption
taxes are generally accounted for as expenses depreciated equally over five years.
(ii) Operating Investments
Operating investments in securities are included in operating investments in securities and operating loans incurrent assets, separate from non-operating investments. Profits and losses incurred from operating
investments are recorded as operating profits and losses. Operating investments in which the Company has acontrol stake are not considered as subsidiaries or affiliates since the Company does not have an intention tocontrol management.
(iii) Investment Associations
Assets held by investment associations are categorized as operating investments in securities and investment
in securities of other affiliates (“Investments in investment associations”) in proportion to the holding
percentage. Profits on dividends are recorded as revenues and an adjustment to Investments in investment
associations. Redemption of principle is recorded as a decrease of Investments in investment associations.
(iv) Consolidated Tax Treatment
The Company qualified for consolidated tax treatment starting this fiscal year.
2. Balance Sheet(1) Assets Provided as Collateral and Secured Obligations
Assets provided as collateral are as follows:
Cash and cash equivalents
Operating loans
Real estate assets for sale
Investments in securities
Shares of affiliated companies
Investments in other affiliated companies
Total¥1,220 million¥300 million¥6,421 million¥105 million¥4,081 million¥2,844 million¥14,973 million

Secured obligations are as follows:
Short-term borrowings
Non-recourse bonds (due within one year)
Long-term borrowings (due within one year)
Long-term borrowings
Total¥1,158 million¥300 million¥2,698 million¥5,200 million¥9,356 million

Note: Other than the items above, cash and cash equivalents of ¥108 million and investment in securities of¥331 million are pledged with respect ¥400 million of bonds due within one year.

- 43 -

(2) Accumulated Depreciation of Tangible Assets¥62 million(3) Contingent Liabilities
The Company guarantees the following companies' borrowings from financial institutions.
Amethyst LLC
La Gare Shimbashi LLC
Takara Building Maintenance Co., Ltd.

¥820 million¥560 million¥167 million

Total¥1,547 million(4) Debts to Affiliates (excluding items separately indicated)
Short-term debt to affiliates¥2,506 million

Other short-term debt to affiliates¥84 million

3. Income Statement
Transactions with affiliates
Revenues¥2,683 million

Cost of sales¥6 million

Non-operational transactions¥47 million

4. Statement of Changes in Shareholders' Equity
Number of treasury shares at the end of the fiscal year: 240

5. Tax Effect(1) Breakdown of Cause of Deferred Tax Assets and Liabilities
Deferred tax assets
Maximum amount of allowance for doubtful accounts
Write-down of operating investments in securities
Write-down of inventories
Write-down of investments in real estate
Write-down of investments in securities
Write-down of securities of affiliates
Loss carried forward
Other
Subtotal
Allowance for valuation
Deferred tax assets- 44 -¥2,743 million¥67 million¥824 million¥4,943 million¥610 million¥2,498 million¥5,862 million¥1,388 million¥18,938 million- ¥18,938 million¥ - million

6. Related Party Transactions(Million yen)Type

Subsidiary

SubsidiaryName
Ichigo Real
EstateInvestment
Advisors
Co., Ltd.

IchigoSolutionsCo., Ltd.

VotingConnection with
RightsTransaction Typethe Related Party
Held (%)
Servicecontract;
Management
100 Provide
administration fee
managerial
guidance
Financing;Servicecontract;
100
Providemanagerial
guidance

Loan (Provided)(Note 2)
Interest received
Borrowing (Note 1)
Interest paid

Subsidiary

Ichigo REITManagement
Co., Ltd.

100-

Borrowing (Note 1)
Interest paid
Loan (Provided)(Note 2)

Subsidiary

Miyako City
Co., Ltd.

100

Financialsupport

Corporate bondpurchase
Interest received

Subsidiary

TakaraBuilding
MaintenanceCo., Ltd.

Underwrite corporate
bonds(Note 7)
100-

Borrowing(Note 1)
Interest paid

Subsidiary

Subsidiary

AssetManagers
CCBS
Holdings
LimitedA. F. Co.,
Ltd.

70

100

-

FinancialsupportTransfer of security(Note 4)Loans
(Note 2)
Interest received

Subsidiary

Cronos LLC

100-

Subsidiary

Eomer LLC

0
(Note 9)-Subsidiary

La GareShimbashi
LLC

0(Note 9)-Subsidiary

Amethyst
LLC

0(Note 9)-Collateral provision(Note 5)
Guarantee of liabilities(Note 8)Collateral provision(Note 5)
Underwrite corporate
bonds(Note 7
Collateral provision(Note 3)
Guarantee of
liabilities (Note 3)- 45 -

Transaction
Amount491

Account-

Short-Term
2,500 Loans to
Affiliates“Others” in2Current Assets
Short-term
2,377 Borrowings
from Affiliates
38 Receivables
Short-Term
1,000 Borrowings
from Affiliates
0 Receivables
Long-term- borrowings
from affiliates
Affiliates’
100 Corporate
Bonds“Others” in
1
Current Assets
167-

Short-Term
1,420 Borrowings
from Affiliates
10 Receivables

1,406

-

Short-Term- Borrowings
from Affiliates“Others” inCurrent Asset

Balance
Outstanding

-

949
10
1,000
0
281

650
0
-

710
4

-

1,207
66

686

-

-

390

-

-

800

-

-

560

-

-

820

-

-

820

-

-

Loan (Note 2)
SubsidiaryBlazing Sky
LLC

0 Financial(Note 9) support
Interest received
Issuance of corporate
bonds to IT

Major
shareholder

Ichigo Trust(IT)

69.16%
Owner oftheCompany

Issuance of corporate
bonds to IT-

Short-Term- Borrowings
from Affiliates“Others” in
69 Current Asset
Corporate
Bonds
Non-Recourse
Corporate
300 Bonds (withmaturity within
1 year)
28 Payables

2,253

-

7,400

-

300

Interest paid to IT
1Collateral received
3,605
from IT (Note 6)(Note) 1. The interest rate on borrowings and corporate bonds is determined in consideration of the market interestrate.
2. The interest rate on loans is determined in consideration of the market interest rate.
3.

The company has pledged real estate for sale as collateral for non-recourse loans secured from financial
institutions.

4. The transfer price is determined based on the market value of the securities.
5. The Company has accepted real estate for sale as collateral for long-term borrowings from banks.
6. The Company has accepted securities as collateral for long-term borrowings from banks.
7. The Company jointly guarantees long-term borrowing from banks
8. The Company has received a joint guarantee for long-term borrowing from banks
9. The voting right is stated as 0%; however, 100% of controlling rights is held by a subsidiary fully owned by
the Company. Therefore, the company is treated as a subsidiary of the Company, pursuant to Treatments ofstandards of control and influence of investment associations (Accounting Standards No. 20, September 8,2006).
10. The above transaction amounts do not include consumption taxes. The balances at the end of term include
consumption taxes.

7. Per Share Data
(1) Net assets per share¥9,611.18(2) Net profits per share¥1,198.83(3) Net profits per share (fully diluted)¥1,002.26

8. Material Subsequent Events
N/A- 46 -

Auditor's Report on the Consolidated Financial Statements
Report of Independent Auditors
April 14, 2011
To the Board of Directors of Ichigo Group Holdings Co., Ltd.

Grant Thornton Taiyo ASG
Satoru Endo, CPA, Designated and Engagement Partner(seal)

Tsutomu Noheji, CPA, Designated and Engagement Partner(seal)

Hiroaki Ohkane, CPA, Designated and Engagement Partner(seal)We have audited the consolidated financial statements of Ichigo Group Holdings Co., Ltd., namely the consolidatedbalance sheet, the consolidated income statement, the consolidated statement of changes in shareholders' equity andthe notes to consolidated financial statements for the fiscal year from March 1, 2010 to February 28, 2011 pursuant to
Article 444, paragraph 4 of the Company Law. These consolidated financial statements are the responsibility of theCompany’s management. Our responsibility is to express an independent opinion on these consolidated financial
statements.
We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards requirethat we obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement. An audit includes examining on a test basis and assessing the accounting principles used and estimates
made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
properties and profit and loss of the Ichigo Group consisting of Ichigo Group Holdings Co., Ltd. and its consolidated
subsidiaries for the period for the consolidated financial statements in conformity with accounting principles
generally accepted in Japan.

There are no interests to be specified pursuant to the provisions of the Certified Public Accountant Law between the
Company and us or engagement partner.

- 47 -

Auditor's Report on the Financial Statements
Report of Independent Auditors
April 14, 2011
To the Board of Directors of Ichigo Group Holdings Co., Ltd.

Grant Thornton Taiyo ASG
Satoru Endo, CPA, Designated and Engagement Partner(seal)

Tsutomu Noheji, CPA, Designated and Engagement Partner(seal)

Hiroaki Ohkane, CPA, Designated and Engagement Partner(seal)We have audited the eleventh term financial statements of Ichigo Group Holdings Co., Ltd., namely the balance
sheet, the income statement, the statement of changes in shareholders' equity and the notes to the financial statements
and schedules for the fiscal year from March 1, 2010 to February 28, 2011 pursuant to Article 436, paragraph 2, item
1 of the Company Law. These financial statements and schedules are the responsibility of the Company’s
management. Our responsibility is to express an independent opinion on these financial statements and schedules.
We conducted our audit in accordance with the auditing standards generally accepted in Japan. Those standards
require that we obtain reasonable assurance about whether the financial statements and schedules are free of material
misstatement. An audit includes examining on a test basis and assessing the accounting principles used and estimates
made by management, as well as evaluating the overall financial statement and schedule presentation. We believethat our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and schedules referred to above present fairly, in all material respects,
properties and profit and loss for the period for the financial statements and schedules in conformity with accounting
principles generally accepted in Japan.
There are no interests to be specified pursuant to the provisions of the Certified Public Accountant Law between the
Company and us or engagement partner.

- 48 -

Report of Audit Committee
Audit Report
April 19, 2011
Audit Committee, Ichigo Group Holdings Co., Ltd.
Katsu Fujita, Audit Committee Member(seal)

Hidenao Toyoshima , Audit Committee Member(seal)

Tetsuya Fujita, Audit Committee Member(seal)The Audit Committee has audited the execution of the duties of the Directors and Statutory Executive Officers during
the eleventh fiscal year from March 1, 2010 to February 28, 2011. We report the method and results of this audit asfollows:

1. Method and Description of Audit
The Audit Committee has received regular reports and has made requests for explanations as necessary from the
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 the Company Law and the systemestablished under the resolutions (internal control system) and in accordance with audit policy and duties prescribedby the Audit Committee. In cooperation with the Internal Audit Office and other internal control related departmentsof the Company, the Audit Committee has investigated the process and details of decision-making at important
meetings, the details of principal-approved documents and other material documents relating to the execution ofbusiness, 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 of subsidiaries and received business reports from subsidiaries as necessary.
In addition, we have supervised and verified that the Independent Auditor was independent and conducting anappropriate audit and received reports on the execution of duties from the Independent Auditor and requested
explanations as necessary. We have also received a report from the Independent Auditor that the structure to ensure
appropriate performance of duties (matters described in Article 131, each item of the Company Calculation Rules)
has been established pursuant to laws and regulations including the Standards for Quality Control of Audits (issued
by Business Accounting Council on October 28, 2005) and that management structures have been properly
established within the audit firm.
By these methods, we have reviewed the Company’s own business report, financial statements (balance sheet,income statement, statement of changes in shareholders’ equity and notes) and their schedules, along with theCompany’s consolidated financial statements (including the consolidated balance sheet, consolidated income
statement, consolidated statement of changes in shareholders’ equity and consolidated notes).
2. Results of Audit(1) Audit Results of Business Report
1 We note that the business report and its schedules present the Company's status correctly pursuant to all laws
and regulations and the Articles of Incorporation.
2 We note that there has been no misconduct with respect to the execution of duties by Directors and Statutory
Executive Officers, nor have we discovered any material facts which violate laws and regulations or the
Articles of Incorporation.
3 We note that the details of the resolution by the Board of Directors with respect to the internal control system
are reasonable. Also, there is nothing material to be pointed out with respect to the execution of duties on theinternal control system by Statutory Executive Officers.
(2) 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
ASG, were reasonable.

- 49 -

(3) Audit Results of Consolidated Financial Statements
We note that the method and results of the audit conducted by the Independent Auditor, Grant Thornton Taiyo
ASG, were reasonable.
3. Subsequent Events
At the Board of Directors meeting held on April 15, 2011, the Company approved a resolution to conduct a sharebuyback and cancellation pursuant to the provisions of Article 156, 165, and 178 of the Companies Act, as follows.
(Note) All members of the Audit Committee are External Directors as provided in Article 2, item 15 and Article 400,
paragraph 3 of the Company Law.

- 50 -

Reference Materials for the Annual General Meeting of Shareholders
Proposal 1 Election of 10 Directors
The terms of office of all ten Directors will expire at the conclusion of the Annual General Meeting of Shareholders.
Accordingly, the Company proposes the election of the following ten Directors.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

History, position, and responsibility in the Company(Positions at other companies)
April 1988
September 1991

1

Scott Callon(Note 2)(December 6, 1964)

MIPS Computer Systems, Inc.
Asia-Pacific Research Center, Stanford
University
March 1994
Visiting researcher, Research Institute of
Capital Formation, Japan Development
Bank
August 1994
Tokyo Branch, Bankers Trust Asia
Securities Co., Ltd.
March 1997
Morgan Stanley Securities Co., Ltd.
June 2000
Representative of resident officers,
Representative office in Japan, Prudential
PLC
May 2001
Representative Director, PCA ASSETManagement Limited of the Prudential plc
Group
April 2002
Morgan Stanley Securities Co., Ltd.
January 2003
Head of Equities, Morgan Stanley
Securities Co., Ltd.
May 2006
Partner and Chief Executive Officer,
Ichigo Asset Management, Ltd. (current)
October 2008
Chairman & Representative Statutory
Executive Officer of the Company(current)
November 2008
Director, Chairman of Nominating
Committee, Chairman of Compensation
Committee, Vice Chairman of Compliance
Committee of the Company (current)(Positions at other companies)
Partner and Chief Executive Officer, Ichigo AssetManagement, Ltd.

Number ofCompany's
shares held

April 1992
May 2001
May 2004

May 2005

2

Kenji Iwasaki(April 10, 1968)

May 2007

October 2008
November 2008
May 2009

Joined Fujita Corporation
Joined the Company
Director, General Manager of FundBusiness Division, Merchant Banking
Group of the Company
Representative Director and Vice Presidentof the Company
Director, Chairman of Nominating
Committee and Chairman ofCompensation Committee of the Company
President & Representative Statutory
Executive Officer (current)
Vice Chairman of Compliance Committee(current)
Director, Member of Nominating
Committee and Member of Compensation
Committee (current)- 51 -

0

1,679

No.

Name
(Date of birth)

History, position, and responsibility in the Company(Positions at other companies)
April 1990
October 2005
May 2007

3

Minoru Ishihara(October 5, 1967)

Joined Hazama Corporation
Joined Creed Corporation
Joined the Company as Head of Human
Resources and General Administration
department
March 2008
Executive Officer and Head of Human
Resources and General Administration
department of the Company
October 2008
Chief Administrative Officer & Statutory
Executive Officer and Head of Business
Management of the Company
November 2008
Director, Asset Investment Advisors Co.,
Ltd. (currently Ichigo Real Estate
Investment Advisors Co., Ltd.)May 2009
Senior Managing Director & Statutory
Executive Officer (Administration) andMember of Compliance Committee of theCompany
October 2009
Senior Managing Director(Administration), Asset Investment
Advisors Co., Ltd. (currently Ichigo Real
Estate Investment Advisors Co., Ltd.)(current)
November 2009
President & Representative Director, Asset
Logistics Co., Ltd.(currently Ichigo
Marché Co., Ltd.) (current)
May 2010
Director, Senior Managing Director &Statutory Executive Officer(Administration) and Member ofCompliance Committee of the Company
January 2011
Senior Executive Managing Director &Statutory Executive Officer(Administration, Environmental &Architectural Solutions) and Member ofCompliance Committee of the Company(current)
Senior Managing Director(Administration), Ichigo REITManagement Co., Ltd. (current)
April 2011
President & Representative Director,
Miyako City Co., Ltd. (current)(Positions at other companies)
Senior Managing Director (Administration), Ichigo Real
Estate Investment Advisors Co., Ltd.
Senior Managing Director (Administration), Ichigo REITManagement Co., Ltd.
President & Representative Director, Ichigo Marché Co., Ltd.
President & Representative Director, Miyako City Co., Ltd.

Number ofCompany's
shares held

- 52 -

141

No.

Name
(Date of birth)

History, position, and responsibility in the Company(Positions at other companies)
April 1968

4

Katsu Fujita(June 30, 1944)

Joined The Long-Term Credit Bank of Japan,
Limited (current Shinsei Bank, Limited)
June 1995
Director, General Manager of Information
System Group and Manager of System
Planning of The Long-Term Credit Bank ofJapan, Limited
June 1997
Senior Managing Director and Director of
Finance & Accounting Division, Ishihara
Sangyo Kaisha, Ltd.
June 2002
Executive Managing Director and Director of
Corporate Planning & Administration
Division, Ishihara Sangyo Kaisha, Ltd.
October 2007 Member of Conciliation of Civil Affairs,
Tokyo District Court (current)
May 2008
Extermal Director, Chairman of Nominating
Committee and Chairman of Compensation
Committee of the Company
November 2008 External Director, Chairman of Audit
Committee, Member of Nominating
Committee, Member of Compensation
Committee & Member of Compliance
Committee of the Company (current)(Positions at other companies)
Member of Conciliation of Civil Affairs, Tokyo District Court

Number ofCompany's
shares held

April 1964

5

Katsuhiko Hattori(December 26, 1938)

Joined Fujitagumi Corporation (now Fujita
Corporation)
April 2001
Executive Managing Director, General SalesManager and General Manager ofEnvironment Creation Business Division,
Fujitagumi Corporation
October 2002
Representative Director and President, AC
Real Estate Corp.
May 2006
Senior Advisor of the Company
May 2006
Executive Officer and Vice President, Vedior
Contec Ltd. (currently Contec Co., Ltd.)
December 2009 Executive Vice President & Director, Contec
Ltd. (current)
May 2009
External Director, Member of Nominating
Committee, Member of Audit Committee, andMember of Compensation Committee of theCompany
May 2010
External Director, Member of Nominating
Committee, and Member of Compensation
Committee (current) of the Company(Positions at other companies)
Executive Vice President & Director, Contec Ltd.

166

- 53 -

207

No.

Name
(Date of birth)

History, position, and responsibility in the Company(Positions at other companies)
April 1976

6

Tetsuya Fujita(March 26, 1954)

Joined Taisho Marine and Fire Insurance Co.,
Ltd. (now Mitsui Sumitomo Insurance Co.,Ltd.)
April 2001
Executive Director, Taisho Marine & Fire
Insurance (Malaysia) Bhd. (now MSIG
Insurance (Malaysia) Bhd)
April 2002
Board Director, Skandia Life Insurance(Japan) (currently Tokyo Marine Nichido
Financial Life Insurance Co., Ltd.)
October 2006
Executive Director, AXA Life Insurance Co.,Ltd.
April 2007
Representative President & CEO, AXA
Financial Life Insurance Co., Ltd. (currently
AXA Life Insurance Co., Ltd.)
October 2009
Senior Advisor, AXA Life Insurance Co., Ltd.
May 2010
External Director, Member of Audit
Committee, and Member of Compliance
Committee of the Company (current)
February 2011 Auditor, St. Thomas University (current)
March 2011
President, Remark Japan Co., Ltd. (current)(Positions at other companies)
Auditor, St. Thomas University
President, Remark Japan Co., Ltd.

Number ofCompany's
shares held

April 2000

7

Maki Kumagai(February 11, 1974)

Qualified as Attorney at Law, joined Mitsui,
Yasuda, Wani & Maeda
May 2003
Seconded to International Legal Affairs
Bureau, Ministry of Foreign Affairs
May2005
Joined Mitsui Company
January 2008
Appointed Partner, Mitsui Company (current)(Positions at other companies)
Partner, Mitsui Company

16

April 1999

8

Noriko Kawate(February 22, 1976)

Joined International Dept., Deloitte Touche
Tohmatsu LLC
July 2001
Qualified as Certified Public Accountant
August 2004
Joined Cast & Itoga (Currently Soga, Uryu,
Itoga)
November 2004 Qualified as Certified Tax Accountant
February 2008 President, CLEA Consulting Co., Ltd.
(current)
January 2009
Joined Gracia Corporation (current)(Positions at other companies)
President, CLEA Consulting Co., Ltd.
Employee of Gracia Corporation

0

August 1995

9

Rob Crawford(Note 3)
(November 3, 1972)

Assistant Language Teacher, JET Program ofCouncil of Local Authorities for International
Relations
August 1998
Joined Marakon Associates
August 2000
Joined Prudential Corporation Asia
December 2005 Qualified as ACCA Chartered Certified
Accountant
July 2006
Joined Ichigo Asset Management, Ltd. asPartner
December 2008 Moved to Ichigo Asset Management
International Pte. Ltd. (current)(Positions at other companies)
Partner, Ichigo Asset Management International Pte. Ltd.

0- 54 -0Name(Date of birth)No.

History, position, and responsibility in the Company(Representation of other companies)

Number ofCompany's
shares held

February 1984

Makoto Fukuhara(June 26, 1958)

10(Note) 1.

Joined Digital Equipment Corporation (currently
Hewlett-Packard Company)
July 1988
Joined The First Boston Corporation (currently
Credit Suisse (USA), Inc.)
July 1992
Joined CS First Boston Japan Limited (currently
Credit Suisse Securities (Japan) Limited）
September 1994 Moved to CS First Boston (Singapore) Limited(Currently Credit Suisse (Singapore) Limited)
May 1995
Joined NM Rothschild Japan (currently
Rothschild Japan K.K.)
June 1996
Joined Smith Barney, Tokyo Branch (currently
Citigroup Global Markets Japan Inc.)
May 1997
Joined Credit Suisse First Boston, Tokyo
Branch (currently Credit Suisse Securities(Japan) Limited）
May 1999
Joined Warburg Pincus Japan Ltd.
December 2000 Appointed Partner, Warburg Pincus Japan Ltd.
February 2003 Joined Askul Corporation as Statutory Executive
Officer
February 2004 Appointed Senior Executive Director, World
Logi Co., Ltd.
May 2005
Joined Deutsche Securities Ltd. (currently
Deutsche Securities Inc.）
October 2007
Joined Permira Advisers KK
March 2011
Joined Ichigo Asset Management, Ltd. as
Executive Vice President & Partner (current)(Positions at other companies)
Executive Vice President & Partner, Ichigo AssetManagement, Ltd.

0

There is no special relationship between the Company and any of the candidates for Directors.

2. The name of Mr. Scott Callon, candidate for Director, is written as “Callon Scott Anderberg” under Japan’s
official name registration.
3. The name of Mr. Rob Crawford, candidate for Director, is written as “Crawford Robert Shinjin Colton”
under Japan’s official name registration.
4.

Mr. Katsu Fujita, Mr. Katsuhiko Hattori, Mr. Tetsuya Fujita, Ms. Maki Kumagai, Ms. Noriko Kawate, Mr.
Rob Crawford, and Mr.Makoto Fukuhara are candidates for External Director. They meet therequirements for Independent Director under the requirements of the Osaka Securities Exchange. The
Company intends to register Mr. Katsu Fujita, Mr. Katsuhiko Hattori, Mr. Tetsuya Fujita, Ms. Maki
Kumagai, and Ms. Noriko Kawate to the Osaka Securities Exchange as Independent Directors.

5. The Company’s reasons for proposing Mr. Katsu Fujita, Mr. Katsuhiko Hattori, Mr. Tetsuya Fujita, Ms.
Maki Kumagai, Ms. Noriko Kawate, Mr. Rob Crawford, and Mr. Makoto Fukuhara as candidates forExternal Directors are as follows:(i) The Company proposes Mr. Katsu Fujita as a candidate for External Director based upon his extensive
knowledge and experience in the sales and management departments of a leading bank and in
corporate management. He assumed the position as an External Director of the Company in May 2008,
and his term of office will have been three years at the close of this General Meeting of Shareholders.
(ii) The Company proposes Mr. Katsuhiko Hattori as a candidate for External Director based upon his
extensive knowledge and experience in the sales and management departments of a leading
construction firm and in corporate management. He assumed the position as an External Director of theCompany in May 2009, and his term of office will have been two years at the close of this General
Meeting of Shareholders.

- 55 -

(iii) The Company proposes Mr. Tetsuya Fujita as a candidate for External Director based upon his
extensive knowledge and experience working for a leading insurance company and a leading life
insurance company. He assumed the position as an External Director of the Company in May 2010,and his term of office will have been one year at the close of this General Meeting of Shareholders.
(iv) The Company proposes Ms. Maki Kumagai as a candidate for External Director based upon her
expertise and experience in legal advisory for institutional clients in finance law and corporate
governance.
(v) The Company proposes Ms. Noriko Kawate as a candidate for External 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.
(vi) The Company proposes Mr. Rob Crawford as a candidate for External Director based upon his
expertise and experience in corporate analysis in the equity investment management area and in
corporate value enhancement, as well as to promote positive cooperation within the Ichigo Group.
(vii) The Company proposes Mr. Makoto Fukuhara as a candidate for External Director based upon his
expertise and experience in corporate analysis in the equity investment management area and in
corporate value enhancement, as well as to promote positive cooperation within the Ichigo Group.
6. No candidate for External Director has been involved in inappropriate conduct while serving as a Director
in other companies over the past five years
7. The independence of the candidates for External Directors is as follows:(i) No candidate for External Director has managed operations (as defined in Article 2, paragraph 3, item
6 of the Enforcement Regulations of the Company Law; hereinafter the same) of the Company or its
related entities (as defined in Article 2, paragraph 3, item 19 thereof; hereinafter the same) in the past.
(ii) No candidate for External Directors has received, nor will they receive, a large amount of money orother financial compensation (excluding any remuneration as a Director or Advisor before assuming
the position of External Director) from the Company or related entities.
(iii) No candidate for External Directors is the spouse of, nor are they within three degrees of consanguinity
related to the management of the Company or related entities.
8. In order to retain External Directors of high quality, the Company has entered into limited liability
agreements with Mr. Samuel T. W. Chu, Mr. Katsu Fujita, Mr. Hidenao Toyoshima, Mr. Katsuhiko Hattori,
and Mr. Tetsuya Fujita. 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 theliability is limited only when the External Directors have performed their duties which cause liability ingood faith and without gross negligence. If the re-appointments as External Directors of Mr. Katsu Fujita,
Mr. Katsuhiko Hattori, and Mr. Tetsuya Fujita and appointments as External Directors of Ms. Maki
Kumagai, Ms. Noriko Kawate, Mr. Rob Crawford, and Mr. Makoto Fukuhara are approved, the Company
will enter into a new limited liability agreement with equivalent terms with each of them.

- 56 -