Make The World
More Sustainable

Ichigo Inc.
(Tokyo Stock Exchange Prime, 2337)

Materials for the Twenty-Second Annual Shareholder Meeting

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

Ichigo’s Sustainability Commitment (ESG)
Environmental
Sustainable Real Estate
Ichigo preserves and improves real estate, lengthening the useful life of buildings and otherphysical and social infrastructure. Ichigo is for reducing mankind’s environmental footprint
and against the squandering of resources and human talent in wasteful and unnecessary
demolition and development.
Safe & Clean Energy Produced LocallyIchigo gives new purpose to idle land across Japan and supports the revitalization of local
communities by building renewable energy plants that generate clean power locally. Ichigo iscurrently operating 60 renewable energy plants in communities across Japan with a panel
output of 169MW (as of February 28, 2022).

SocialSports Rooted in Communities: J.League Top Partner
Ichigo is a Top Partner of the J.League, Japan’s professional soccer league, and is working tosupport the J.League’s vision of promoting sports that benefit local communities. Ichigo is
deploying its real estate expertise to help the J.League and local governments maintain aging
stadiums and reduce steep operating costs.
Smart Agriculture
Ichigo has built a smart agriculture business to promote high-quality, locally-sourced
agriculture, strengthen local communities, create jobs, and increase Japan’s food selfsufficiency.
Athletes & Art
Ichigo supports world-class athletes and artists with disabilities
via sponsorship of Paralym Art.
GGovernance

Ichigo was an early adopter of global best-practice governance, adopting a Company with
Committees (Nominating, Audit, Compensation) governance structure in 2006. The
independence of Ichigo’s Board of Directors underpins its strong governance and oversightcapabilities. Of 10 members of Ichigo’s Board, 6 are Independent Directors.

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

CDP 2021 Climate Change Assessment
Ichigo received an A- score and was recognized at the highest
Leadership Level in the Climate Change Assessment by CDP, a nonprofit organization that promotes global environmental reporting. Ichigo
was among the top 13% of the companies that reached Leadership
Level in its Land & Property Ownership & Development Activity
Group. Ichigo also received an A- score in the CDP Supplier
Engagement Rating (SER).
About CDP
CDP is a global non-profit organization that runs the world’s environmental disclosure system
and assesses over 13,000 companies on their environmental transparency and actions. An
assessment questionnaire spanning topics such as governance, risk management, businessstrategy, and targets and performance is used to score companies among eight levels:
Leadership (A/A-), Management (B/B-), Awareness (C/C-), and Disclosure (D/D-).

RE100
Ichigo joined RE100, a global initiative to accelerate the transition of electricity used bybusinesses to 100% renewable energy, and is targeting sourcing 100% renewable electricity
across its operations, including Ichigo Office (8975) and Ichigo Hotel (3463), by 2025. Ichigo
will continue accelerating its Net Zero Carbon initiatives.

GUN Global Compact

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

The Ten Principles of the UN Global Compact
Human Rights

Principle 1: Support and respect human rights
Principle 2: Human rights abuses

Labor

Principle 3: Freedom of association and the effective
recognition of the right to collective bargaining
Principle 4: Elimination of all forms of forced andcompulsory labor
Principle 5: Effective abolition of child labor
Principle 6: Elimination of discrimination in respect of
employment and occupation

Environment

Principle 7: Support a precautionary approach toenvironmental challenges
Principle 8: Promote greater environmental responsibility
Principle 9: Encourage the development and diffusion ofenvironmentally friendly technologies

Anti-Corruption

Principle 10: Work against corruption in all its forms,
including extortion and briberyst
GPrinciples for Financial Action for the 21 Century

Ichigo became Japan’s first real estate asset management group to join the Principles for
Financial Action for the 21st Century to express our commitment to minimize the environmental
impact of our businesses. The Principles for Financial Action for the 21st Century were
established based on the Ministry of the Environment Central Environment Council’s
guidelines for financial institutions seeking to contribute to a sustainable society.

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

May 12, 2022
Ichigo Inc. (Tokyo Stock Exchange Prime, 2337)
Representative: Scott Callon, Chairman

Materials for the Twenty-Second Annual Shareholder Meeting
Dear Shareholders:
We would like to express our deepest condolences to all those affected by the global Covid
pandemic and by the war and humanitarian crisis in Ukraine, along with our heartfelt wish forthe immediate cessation of hostilities in Ukraine and the earliest and fullest possible recovery
for all.
We are pleased to invite you to attend the Twenty-Second Annual Shareholder Meeting of
Ichigo Inc. (“Ichigo”).
We will take all necessary Covid precautions at the Annual Shareholder Meeting, and you
may also exercise your voting rights via postal mail or the Internet. We would appreciate it if
you could please review these shareholder meeting materials and cast your vote by returning
your voting form or by accessing our voting website (https://soukai.mizuho-tb.co.jp/) no later
than Friday, May 27, 2022, 6:15 p.m. JST.
1. Date and Time

Sunday, May 29, 2022 at 10:00 a.m.

2. Place

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

3. Agenda
Matters to be Reported
a. Ichigo’s business report, consolidated financial statements, and the results of the audit of
the consolidated financial statements by the Independent Auditor and Ichigo’s Audit
Committee for the Twenty-Second Period (March 1, 2021 – February 28, 2022)
b. Ichigo’s parent financial statements for the Twenty-Second Period
Matters to be Resolved
Proposal 1 Amendments to Articles of Incorporation
Proposal 2 Election of 10 Directors
Additional Accounting Notes
Additional accounting notes to Ichigo’s consolidated and parent financial statements aredisclosed on our website at www.ichigo.gr.jp/en/ir/library.
Please also note that any amendments to Ichigo’s business report, consolidated and parent
financial statements, or shareholder meeting materials will be posted on our website atwww.ichigo.gr.jp/en.
1Voting via the Internet
1. Handling of Multiple Votes via both the Proxy Card and the Internet
If you cast multiple votes via both the proxy card and the Internet voting site, only the votecast via the Internet will be deemed effective.
2. Handling of Multiple Votes via the Internet
If you cast multiple votes via the Internet voting site, only the last vote will be deemed
effective.
3. Internet Voting Procedure
The internet voting procedure is per the below. If you choose to attend the meeting, voting via
the proxy card or the Internet is unnecessary.
a. Voting Website(i)

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

(ii)

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

(iii) We will accept votes submitted via the Internet until 6:15 p.m. JST on Friday, May 27,
2022. Please contact the help desk below if you have any questions.
b. Login via QR CodeYou can access the voting form by reading the QR code on the enclosed voting form. This is ashareholder-unique QR code that allows you to vote without having to enter your ID or
password. We will accept votes submitted until 6:15 p.m. JST on Friday, May 27, 2022.

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

2

Table of Contents
Materials for the Twenty-Second Annual Shareholder Meeting

1

Reference Materials for the Twenty-Second Annual Shareholder Meeting
Amendments to Articles of Incorporation
Election of Ten Directors

4
6

Business Report
I. Current Operations and Financials
A. Business Conditions in the Current Fiscal Year (FY22/2)
B. Earnings and Assets in the Current and Past Three Fiscal Years
C. Company and Subsidiary Information
D. Key Matters to be Addressed
E. Key Business Segments
F. Employees
G. Principal Lenders
H. Policy on Dividends and Shareholder Distributions
I. Other Material Matters
II. Other Matters
A. Shares and Shareholder Information
B. Employee Stock Options
C. Directors and Officers
D. Independent Auditor
E. Controls to Ensure Appropriate Business Conduct
F. Policy on Corporate Control (Takeover Defenses)

27
38
40
41
43
44
44
45
46
47
47
48
56
57
57

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

58
59
60

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

61
62
63

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

64
65
66

3

Proposal 1 Amendments to Articles of Incorporation
1. Purpose of the Proposed Amendments
Pursuant to Article 1 of the Supplementary Provisions to the Act Partially Amending theCompanies Act (Act No.70 of 2019) regarding the new system for the electronic provision of
Shareholder Meeting materials, effective September 1, 2022, Ichigo is proposing thefollowing amendments to its Articles of Incorporation.
a. Stipulate electronic provision measures for the contents of Shareholder Meetingreference materials, etc. (Article 14, Clause 1);b. Limit the scope of items to be included in documents to be provided to shareholders thathave requested paper copies (Article 14, Clause 2);c. Delete the current Article 14 regarding the internet disclosure and deemed provision of
Shareholder Meeting reference materials, etc.; andd. Supplement the above additions and deletions with information regarding effective
dates.
2. Amendment Details
Current
Article 14 Internet Disclosure andDeemed Provision of
Shareholder Meeting
Reference Materials, etc.

(Amended areas underlined)
After Amendment(deleted)

Upon convening a shareholder meeting,
the Company may be deemed to haveprovided shareholders with the necessary
information regarding matters to bestated or indicated in Shareholder
Meeting reference materials, business
reports, financial statements, andconsolidated financial statements bydisclosing such information via theInternet in accordance with theOrdinance of the Ministry of Justice.
(NEW)

Article 14 Electronic Provision Measures
Upon convening a shareholder meeting,
the Company shall use electronic
provision measures to provide thecontents of Shareholder Meetingreference materials, etc.
2. Of the items provided electronically,
the Company may omit all or part of theitems set forth in the Ordinance of the
Ministry of Justice from documents to besent to shareholders that have requested
paper copies on or before the record datefor entitlement to voting rights.

4

(NEW)

Chapter 9 Supplement
Transitional Measures Regarding theElectronic Provision of Shareholder
Meeting Materials
Article 44
The deletion of the current Article 14(Internet Disclosure and Deemed
Provision of Shareholder Meeting
Reference Materials, etc.) and thestipulation of the new Article 14(Electronic Provision Measures) shalltake effect as of September 1, 2022.
2. Notwithstanding the provisions of thepreceding paragraph, the current Article
14 (Internet Disclosure and Deemed
Provision of Shareholder Meeting
Reference Materials, etc.) shall remain in
effect for Shareholder Meetings held
within 6 months from September 1,
2022.
3. The provisions of this Article shall bedeleted on the later of the day on which 6
months have elapsed from September 1,
2022 or the day on which 3 months haveelapsed from the date of the Shareholder
Meeting set forth in the preceding
paragraph.

5

Proposal 2 Election of Ten Directors
The terms of office of all nine Directors will expire at the conclusion of this shareholder
meeting. Accordingly, Ichigo proposes the election of the following ten Directors.
The candidates for Director are as follows:
No.

1

2

Name
Scott Callon
Reappointment

Takuma Hasegawa
Reappointment

3

4

Minoru Ishihara
Reappointment

Eri Murai
Reappointment

Tetsuya Fujita
5

Reappointment –Independent Director

Noriko Kawate
6

Reappointment –Independent Director

Yukio Suzuki
7

8

Reappointment –Independent Director

Current Position and Responsibility

Board Meeting
Attendance

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

100%(11 of 11 Total)

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

100%(11 of 11 Total)

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

100%(11 of 11 Total)

Executive Managing Director & Statutory
Executive Officer (HR)100%
(11 of 11 Total)

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

100%(11 of 11 Total)

Independent Director
Nominating Committee Member
Audit Committee Member
Compensation Committee Member

100%(11 of 11 Total)

Independent Director
Audit Committee Member
Vice Chairman of Compliance Committee

100%(11 of 11 Total)

Masatoshi Matsuzaki Independent Director
Nominating Committee Member
Reappointment –Compensation Committee Member
Independent Director

6100%(11 of 11 Total)

No.

Name

Current Position and Responsibility

Board Meeting
Attendance

Independent Director

100%(11 of 11 Total)

Nobuhide Nakaido
9

Reappointment –Independent Director

Amina Sugimoto
10

–

New –
Independent Director

7

–

No.

Name
(Date of Birth)

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

November 2011

1

Scott Callon(December 6, 1964)

May 2012

July 2012

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

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

8

IchigoShares
Held

N/A

No.

Name
(Date of Birth)(continued fromprevious page)

Career History

IchigoSharesHeld(Other Positions)
Partner & CEO, Ichigo Asset Management, Ltd.
Chairman, CEO, and Representative Executive Officer, Japan
Display, Inc.
Independent Director, Fujitsu Limited
Message to Our Shareholders

1

I offer my deepest condolences to all those affected by the global
Covid pandemic and by the war and humanitarian crisis in Ukraine.
This is your company. We have a responsibility to build a better
company and a better society for the generation that comes after us.
As a sustainable infrastructure company, all of us at Ichigo arecommitted to working to solve fundamental social problems,
contributing to a sustainable society, and growing long-term value forour shareholders.

9

N/A

No.

Name
(Date of Birth)

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

2

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

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

(Other Positions)
Chairman & Director, Ichigo ECO Energy Co., Ltd.
Director, Cost Science Inc.
Message to Our Shareholders
Ichigo continues to address environmental changes and take on new
challenges in order to realize a sustainable society. Together with ourdirectors and employees, I will work to grow Ichigo as a sustainableinfrastructure company and increase shareholder value in line with
our long-term vision, Ichigo 2030. Thank you for your continued
support.

10

IchigoSharesHeld495,938
sharesNo.

Name(Date of Birth)

Career History
April 1990
May 2007
March 2008
May 2009
November 2009
May 2010
April 2011
November 2011
July 20123
Minoru Ishihara(October 5, 1967)

November 2012
March 2013

May 2015
March 2017
March 2018
March 2019

June 2019
April 2021
April 2022

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

11

IchigoSharesHeld

109,308
sharesNo.

Name(Date of Birth)(continued fromprevious page)3

Career History(Other Positions)
Chairman, President, & Representative Director, Miyako City Co.,
Ltd.
Chairman & Representative Director, Ichigo Marché Co., Ltd.
Director, Ichigo Investment Advisors Co., Ltd.
Chairman & Representative Director, Hakata Hotels Inc.
President & Representative Director, Miyazaki Sunshine FM Co.,Ltd.
Message to Our Shareholders
Ichigo is working towards realizing a sustainable society byproviding places where people can be people – enjoy eating, playsports, be deeply moved, love, and connect with others. We aim toachieve this through the synthesis of Ichigo’s safe and secure
platforms with technology and a variety of content, and will further
extend this towards the revitalization of regional communities. I willcontinue to work towards realizing Ichigo’s values and delivering on
the expectations of our shareholders. Thank you for your continued
support.

12

IchigoShares
Held

No.

Name
(Date of Birth)

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

March 2014
March 2015

4
Eri Murai(May 16, 1970)

March 2017
May 2019
March 2020

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

Message to Our Shareholders
As human capital management is increasingly attracting attention,
I believe growing the skills and knowledge of employees is an
important component for a company to drive long-term
shareholder value. I will continue to expand opportunities for our
employees that will contribute towards the growth of Ichigo’s
businesses and maximizing shareholder value.
I will strive to contribute to society via Ichigo’s people and make
Ichigo a company that is consistently chosen by shareholders.
Thank you for your guidance and support.

13

IchigoSharesHeld

9,100
sharesNo.

Name(Date of Birth)

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

Tetsuya Fujita(March 26, 1954)
May 2014

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

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

14

IchigoSharesHeld

68,000sharesNo.

Name(Date of Birth)(continued fromprevious page)

5

Career History
Message to Our Shareholders
While the Covid pandemic continues with no end in sight, Ichigo
continues to grow and evolve following its move to the Tokyo Stock
Exchange Prime Market this past April.
As an Independent Director, I will further strengthen corporate
governance and risk management with the aim of growing
shareholder value. Towards this end, I will continue to focus oncommunicating with shareholders.

15

IchigoShares
Held

No.

Name
(Date of Birth)

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

February 2015
6

Noriko Kawate(February 22, 1976)

June 2021

April 2022

Joined International Dept., Deloitte Touche
Tohmatsu LLC
Qualified as Certified Public Accountant
Joined Cast & Itoga (now Uryu & Itoga)
Qualified as Certified Tax Accountant
President of CLEA Consulting Co., Ltd. (current)
Joined Gracia Corporation
Ichigo Independent Director (current), Memberof Audit Committee (current)
Qualified as American Certified Public
Accountant
Director, Member of Audit Committee of Ichigo
Real Estate Investment Advisors Co., Ltd. (now
Ichigo Investment Advisors Co., Ltd.)
Audit & Supervisory Board Member, Meiji
Machine Co., Ltd.
Member of Nominating Committee (current),
Member of Compensation Committee (current),
Member of Nominating Committee, Member ofCompensation Committee of Ichigo Real Estate
Investment Advisors Co., Ltd. (now Ichigo
Investment Advisors Co., Ltd.)
Partner, Cast Group (now Cast Global Group)(current)
Independent Auditor, Sumitomo Bakelite Co.,
Ltd. (current)
Independent Auditor, Nichireki Co., Ltd.
(current)
Civil Conciliation Commissioner, Tokyo District
Court (current)(Other Positions)
President, CLEA Consulting Co., Ltd.
Partner, Cast Group
Independent Auditor, Sumitomo Bakelite Co., Ltd.
Independent Auditor, Nichireki Co., Ltd.
Civil Conciliation Commissioner, Tokyo District Court
Message to Our Shareholders
The business environment remains uncertain due to the prolonged
Covid pandemic. Despite these circumstances, Ichigo has promptly
responded to social changes and has steadily worked towards
sustainable growth with integrity.
As an Independent Director, I will supervise and oversee businessexecution so that the company’s initiatives towards achieving its
long-term vision Ichigo 2030 will lead to an increase in shareholder
value, and further contribute to Ichigo’s sustainable growth.

16

IchigoSharesHeld50,300sharesNo.

Name(Date of Birth)

Career History
April 1975
June 1996
June 1997
June 1999
June 2000
June 2003
June 2005
June 2008
July 2010
August 2010
June 2012
May 2015

7
Yukio Suzuki(June 3, 1950)

September 2015
May 2016
March 2018
June 2018
June 2021

Joined Nomura Research Institute, Ltd.
Director, Nomura Research Institute Ltd.
Director & Head of Financial Research Center,
Nomura Securities Co., Ltd.
Executive Director in charge of Research
Division, Nomura Asset Management Co., Ltd.
Executive Managing Director in charge of
Research Division, Nomura Asset Management
Co., Ltd.
Executive Managing Director, Nomura AssetManagement Co., Ltd.
Director and Audit Mission Director, Nomura
Holdings, Inc.
Advisor, Nomura Securities Co., Ltd.
CEO, Belle Investment Research ofJapan Inc. (current)
Advisor, Deloitte Touche Tohmatsu, LLC
Independent Director, Systena Corporation(current)
Ichigo Independent Director (current), Directorof Ichigo Real Estate Investment Advisors Co.,
Ltd. (now Ichigo Investment Advisors Co.,
Ltd.)
Member of Compliance Committee
Member of Audit Committee (current), Vice
Chairman of Compliance Committee (current)
Independent Auditor, WILLs Inc. (current)
Independent Auditor, XNET Corporation
Independent Director, Member of Audit
Committee, XNET Corporation (current)(Other Positions)
CEO, Belle Investment Research of Japan Inc.
Independent Director, Systena Corporation
Independent Auditor, WILLs Inc.
Independent Director, Member of Audit Committee, XNET
Corporation

17

IchigoSharesHeld

14,700sharesNo.

Name(Date of Birth)(continued fromprevious page)

7

Career History
Message to Our Shareholders
Sustainable shareholder value creation requires a corporate purpose,a long-term vision, strategies for new business models, developmentof revolutionary products and services, and solid risk management
attuned to changes in the business environment. It is especially
important that the process of shareholder value creation be sharedwith all stakeholders and shareholders. I will fulfill my
responsibility as an Independent Director by supervising
management, especially from the perspective of ESG which is afoundation for sustainable infrastructure.

18

IchigoShares
Held

No.

Name
(Date of Birth)

Career History
April 1976
June 1999
October 2003
April 2005

April 2006
June 2006
April 2009
April 2013
April 2014
June 20148
May 2016
Masatoshi Matsuzaki(July 21, 1950)
June 2016

August 2016
May 2018
June 2019
August 2021

Joined Konishiroku Photo Industry Co., Ltd.
(now Konica Minolta, Inc.)
General Manager, System Technology
Development Division, Office Document
Company, Konica Corporation
Director, Konica Minolta BusinessTechnologies, Inc.
Executive Officer, Konica Minolta Holdings
Inc.
Representative Director & President, Konica
Minolta Technology Center, Inc.
Senior Executive Officer, Konica Minolta
Holdings Inc.
Director & Senior Executive Officer, Konica
Minolta Holdings Inc.
Representative Director & CEO Konica
Minolta Holdings, Inc.
Representative Director & CEO Konica
Minolta, Inc.
Director & Chairman of the Board of
Directors, Konica Minolta, Inc. (NonExecutive Director, current)
Chairman of the Board of Directors, Japan
Business Machine and Information System
Industries Association
Deputy Chairman, Japan Association of
Corporate Directors
Ichigo Independent Director, Member ofNominating Committee (current), Member ofCompensation Committee (current)
Independent Director, Nomura ResearchInstitute, Ltd.
Independent Director, Nippon Sheet Glass Co.
Ltd.
Member of Public Interest Supervisory
Committee, PwC Aarata LLC (current)
Executive Director & Deputy Chairman, Japan
Association of Corporate Directors
Independent Director, LIXIL Corporation(current)
Independent Director, SmartHR, Inc. (current)(Other Positions)
Chairman of the Board of Directors, Konica Minolta Inc.
(Until June 2022)
Member of Public Interest Supervisory Committee, PwC Aarata LLC
Independent Director, LIXIL Corporation
Independent Director, SmartHR, Inc.

19

IchigoSharesHeld49,500sharesNo.

Name(Date of Birth)(continued fromprevious page)

8

Career History
Message to Our Shareholders
Amid on ongoing challenging business environment, the Board of
Directors will continue to monitor Ichigo’s initiatives towards
becoming a sustainable infrastructure company as envisioned in its
Ichigo 2030 long-term vision and the ongoing growth ofshareholder value. Thank you for your continued guidance andsupport.

20

IchigoShares
Held

No.

Name
(Date of Birth)

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

9March 2019Nobuhide Nakaido(November 1, 1946)

June 2020

Joined Sumitomo Corporation
Director, Sumitomo Corporation
Managing Director, Sumitomo Corporation
Managing Executive Officer, Sumitomo
Corporation
Senior Managing Executive Officer,
Sumitomo Corporation
Executive Vice President, Sumitomo
Corporation
Executive Director, Assistant to President,
Sumitomo Corporation
Chairman, President, & CEO, Sumisho
Computer Systems Corporation (now SCSKCorporation)
President & CEO, SCSK Corporation
Chairman, SCSK
Director & Senior Advisor, SCSKCorporation
Senior Advisor, SCSK Corporation
Ichigo Independent Director (current)
Chairman, Japan Association for Chief
Human Resources Officers (current)
Independent Director, eSOL Co., Ltd.
(current)
Independent Director, Sourcenext Corp.
(current)(Other Positions)
Chairman, Japan Association for Chief Human Resources
Officers
Independent Director, eSOL Co., Ltd.
Independent Director, Sourcenext Corp.
Message to Our Shareholders
Ichigo faces a volatile and difficult business environment due todrastic changes in global politics, accompanying changes in the
global energy situation, and ongoing uncertainty from the Covid
pandemic.
As an Independent Director, I will do my best to support Ichigo’s
growth as a sustainable company that can withstand any difficult
situation.

21

IchigoSharesHeld

10,000sharesNo.

Name(Date of Birth)

Career History
March 2013
June 2017
November 2017
August 2018
January 2019
August 2019

IchigoSharesHeld

Master of Science, University of Tokyo
Doctor of Public Health, London School ofHygiene & Tropical Medicine
Healthcare Innovation Producer, Mistletoe
Inc.
Global Business Director, Holoeyes Inc.
Global Business Manager, All Turtles
Corporation
Representative Director, CEO, & CoFounder, fermata Inc. (current)

10–

Amina Sugimoto(September 18, 1988)(Other Positions)Representative Director, CEO, & Co-Founder, fermata Inc.
Message to Our Shareholders
As a new independent director candidate, I will leverage mycareer and global experience to contribute new ideas and values
that go beyond traditional ways of thinking.

22

(Note 1) None of the candidates for Director or Independent Director are a related party of
Ichigo.
(Note 2) Ichigo’s Nominating Committee and Board of Directors’ reasons for nominating
Scott Callon, Takuma Hasegawa, Minoru Ishihara, and Eri Murai for Director are
as follows:(i) Scott Callon has extensive experience as Chairman of Ichigo since October 2008,
and has knowledge and expertise derived from serving on a number of Japanese
government bodies, including the Financial Services Agency (FSA) Council ofExperts that drafted Japan’s Corporate Governance Code and the Ministry of
Economy, Trade and Industry (METI) Competitiveness and Incentives Structures
for Sustainable Growth Project (the “Ito Review”). He assumed the position of
Director in November 2008, and his term of office will have been thirteen and ahalf years at the close of this shareholder meeting.
(ii) Takuma Hasegawa has extensive knowledge and experience at Ichigo, having led
a number of Ichigo’s real estate businesses. He has been Ichigo’s President since
May 2015. He assumed the position of Director in May 2009 for two years, andhis term of office will have been nine years at the close of this shareholder
meeting.
(iii) Minoru Ishihara has extensive knowledge and experience as Executive Vice
President and COO of Ichigo. He assumed the position of Director in 2009, andhis term of office will have been thirteen years at the close of this shareholder
meeting.
(iv) Eri Murai has extensive knowledge and experience, having led a number of key
initiatives in finance, internal management, and HR since joining Ichigo in 2002.
She is currently the Executive Managing Director (HR), and her term of officewill have been three years at the close of this shareholder meeting.
(Note 3) All six candidates for Independent Director – Tetsuya Fujita, Noriko Kawate,
Yukio Suzuki, Masatoshi Matsuzaki, Nobuhide Nakaido, and Amina Sugimoto –meet the Tokyo Stock Exchange’s (TSE) requirements for Independent Directors
and will be registered with the TSE as such.
(Note 4) Ichigo’s Nominating Committee and Board of Directors’ reasons for nominating
Tetsuya Fujita, Noriko Kawate, Yukio Suzuki, Masatoshi Matsuzaki, andNobuhide Nakaido as candidates for Independent Director are as follows:(i) Tetsuya Fujita has extensive knowledge and experience working for a leading
property insurance company and a leading life insurance company. He assumed
the position of Independent Director in May 2010, and his term of office will havebeen twelve years at the close of this shareholder meeting.
(ii) Noriko Kawate has extensive experience in statutory auditing at a major auditing
firm and in accounting and tax advisory as a certified public accountant and tax
accountant. She assumed the position of Independent Director in May 2011, andher term of office will have been eleven years at the close of this shareholder
meeting.
(iii) Yukio Suzuki has extensive experience and knowledge of corporate and securities
research from serving important roles at a securities company, think tank, andasset management company at a major financial group, and has experience andknowledge in operational monitoring and risk control, which he can draw upon to
fully monitor Ichigo’s activities on behalf of shareholders. He assumed theposition of Independent Director in May 2015, and his term of office will havebeen seven years at the close of this shareholder meeting.
(iv) Masatoshi Matsuzaki has extensive experience as the CEO and Chairman leadinga major global office equipment manufacturer, driving positive structural
23

transformation and business innovation, and played a leading role in developing a
best-practice board committee system to support strong corporate governance,
which he can draw upon to fully monitor Ichigo’s activities on behalf ofshareholders. He assumed the position of Independent Director in May 2016, andhis term of office will have been six years at the close of this shareholder meeting.
(v) Nobuhide Nakaido has extensive experience and knowledge as the Executive Vice
President of one of Japan’s largest trading companies and President & Chairmanof a leading Japanese IT systems integrator, driving innovation in the IT service
industry and increasing corporate value through workstyle & workplacetransformation. He has extensive knowledge and experience leading major global
companies which he can draw upon to fully monitor Ichigo’s activities on behalfof shareholders. He assumed the position of Independent Director in May 2017,and his term of office will have been five years at the close of this shareholder
meeting.
(vi) Amina Sugimoto has a master’s degree from Tokyo University and a doctorate inpublic health from the London School of Hygiene and Tropical Medicine, andalso has extensive experience and knowledge as a strategy and marketing advisor
for global medical and healthcare startups, and currently serves as theRepresentative Director at a healthcare startup. She has been selected as an
Independent Director candidate to help monitor Ichigo’s possible challenges into
new business areas, leveraging her global and next-generational perspective.
(Note 5) No candidate for Independent Director has been involved in inappropriate conduct
while serving as a Director in other companies over the past five years.
(Note 6) Additional information pertaining to the independence of the candidates for
Independent Director is as follows:(i) Tetsuya Fujita and Noriko Kawate served as Independent Directors of Ichigo
subsidiary, Ichigo Investment Advisors, from July 2012 to May 2016.
(ii) Yukio Suzuki served as an Independent Director of Ichigo subsidiary, Ichigo
Investment Advisors, from May 2015 to May 2016.
(iii) No candidate for Independent Director has received in the last two years, nor will
they receive, material monetary or other financial compensation (excluding any
compensation as Director or Advisor before assuming the position of Independent
Director) from Ichigo or related entities.
(iv) No candidate for Independent Director is the spouse of the management of Ichigo
or related entities, nor are they related within three degrees of consanguinity.
(Note 7) In order to retain Independent Directors of high quality, Ichigo has signed limited
liability agreements with Tetsuya Fujita, Noriko Kawate, Yukio Suzuki, Masatoshi
Matsuzaki, and Nobuhide Nakaido. The extent of liabilities for compensation
under the agreements is the minimum limited liability amount as defined in
Article 425, Paragraph 1 of the Company Law; provided that the liability islimited only when the Independent Directors have performed their duties whichcause liability in good faith and without gross negligence. Upon the reappointment of Tetsuya Fujita, Noriko Kawate, Yukio Suzuki, Masatoshi
Matsuzaki, and Nobuhide Nakaido as Independent Directors, Ichigo will enter
into new limited liability agreements with equivalent terms with each of them.
Upon the appointment of Amina Sugimoto as an Independent Director, Ichigo willenter into the same limited liability agreement with her.
(Note 8) Ichigo and the independent directors have entered into a director liability
insurance contract, with the directors named as insured, which provides coverage
for any damages that may by caused by directors taking on responsibilities for
performing their duties or receiving claims in pursuit of responsibilities.
24

Candidates will be named insured after the re-election, and the contract will berenewed during their tenure.
(Note 9) Scott Callon has not received and will not receive any compensation from Ichigo.
(Note 10) Shares owned by Yukio Suzuki, a candidate for Independent Director, include
shares owned by Belle Investment Research of Japan Inc., all of whose shares are
owned by Yukio Suzuki.
(Note 11) The number of Ichigo shares owned by each of the candidates for Director is as ofFebruary 28, 2022.

25

Skill Matrix of Ichigo’s Board of Directors (as of May 2022)
Ichigo has made sustainability a key management priority. Along with the expansion of
Ichigo’s businesses, our Board of Directors has been structured with a focus on diversity anda balance in skills, regardless of gender, nationality, or age.
Skill Matrix
No.

Name

Corporate
Management

Finance/
Investment

Risk
Management○

1

Scott Callon

○

○

2

Takuma Hasegawa

○

○

3

Minoru Ishihara○

4

Eri Murai

5

Tetsuya Fujita

6

Noriko Kawate

7

Yukio Suzuki○

8Masatoshi Matsuzaki○

9Nobuhide Nakaido

○

○

10

Amina Sugimoto

○

○

○

Diversity
ESG

GenderNationality

Male

UnitedStates

○

Male

Japan

○

Male

Japan

Female

Japan

Male

Japan

○
○

○

Human
Resource
Development

○

○

○

○

Female

Japan

○

○

Male

Japan

○

Male

Japan

○

Male

Japan

Female

Japan

○

26

○

Business Report(March 1, 2021 – February 28, 2022)
I.

Current Operations and Financials

A. Business Conditions in the Current Fiscal Year (FY22/2)
1. Business Results
Although the Japanese economy recovered gradually during the current fiscal period, it
continued to be impacted by the global Covid pandemic. While the ongoing rollout of the
3rd Covid vaccination is expected to help prevent the further spread of the pandemic, partsand raw material shortages, increases in prices of energy, food, and daily goods, interest
rate hikes in the US, depreciation of the Japanese yen, and geopolitical risks negatively
impact the economy and must be monitored.
In the Japanese real estate market, large-size office buildings in central Tokyo saw anincrease in vacancies and a decrease in rent for new leases. Meanwhile, Ichigo’s mid-size
office buildings continued to see stable demand and successfully captured tenant needs
for smaller spaces. Although the hotel industry, which has been especially hard hit by
Covid, is expected to see a recovery in revenue as domestic travel picks up, inbounddemand remains limited, and a full recovery is expected to take time. Residential assets
and logistics assets continue to experience stable demand as well as steady investment
appetite.
Japan has been accelerating the establishment of policies aimed towards a net zero carbon
society in line with global climate initiatives, and as a result the importance of clean
energy businesses is on the rise. Ichigo will continue to focus on generating renewableenergy that is safe for the planet.
To respond to the rapid changes in business environment, Ichigo has taken measures tomaintain its strong financial base and robust cash flows. In line with our Ichigo 2030
long-term vision, Ichigo is also expanding its business activities as a sustainableinfrastructure company to fulfill its mission to Make The World More Sustainable.

27

Core Business Growth–

Sustainable Real Estate (SRE)
The impact of the Covid pandemic on the leasing market differed greatly by asset
type. Hotels were most severely impacted, and although revenue has been gradually
increasing, a full recovery is expected to take some time. On the other hand, Ichigo
owned and operated hotels are seeing a high level of occupancy due to thedeployment of PROPERA, an Ichigo-developed AI hotel revenue management
system. Ichigo has started third-party sales and promotional activities for PROPERA,
initially targeting 20,000 hotels that are users of site controllers, a channel
management system that integrates and coordinates information across multiple
online distribution channels. Although the retail market has been generally
recovering, the speed of recovery varies between business types with the ongoing
Covid pandemic especially impacting restaurants. Ichigo is communicating andcooperating with tenants to respond to the situation.
Covid impacts have not been significant in residential assets and logistics assets.
Notably, investor appetite remains strong for high-end residential assets having stableearnings and Ichigo has been actively transacting these assets.
Ichigo continued to conduct strategic asset sales throughout FY22/2, with sales
concentrated in Q4. Ichigo sold JPY 45.8 billion in residential, office, and hotel
assets, while acquiring JPY 31.0 billion of assets.

–

Asset Management
Ichigo continued to support its TSE-listed REITs, its listed solar power YieldCo, andprivate funds. In Q4, Ichigo created a bridge fund to support Ichigo Office’s (8975)
growth and sold to this fund four office assets located in Chiyoda-ku, Tokyo and
Hakata-ku, Fukuoka (total sale price: JPY 12.3B). Ichigo Office received apreferential negotiation right from the bridge fund to acquire the four office assets,
thus obtaining the opportunity to acquire high-quality assets. Ichigo is supporting
both Ichigo Office’s growth and the further growth of its asset management businessvia the bridge fund.
Ichigo Office and Ichigo Hotel (3463) are the only J-REITs with a no fixed fee,
performance-fee only asset management structure directly linked to shareholder
value creation. As a result, base AM fees may decrease if hotel variable rents are
impacted by the Covid pandemic. Ichigo has been supporting the operations of
Ichigo Hotel’s hotels via its subsidiary, Hakata Hotels, which is the operator of five
Ichigo Hotel hotels as of FY22/2-end. To support Ichigo Hotel’s financial baseamid challenged hotel revenue, Ichigo subscribed to a JPY 370 million subordinatedbond issued by Ichigo Hotel.

–

Clean Energy
Ichigo’s power plants in operation now total 60 (total output 169.1MW) having
brought nine new power plants (19MW, +13% year-on-year) online during thecurrent fiscal period, including Ichigo’s first wind power plant, the Ichigo Yonezawa
Itaya ECO Power Plant. Two power plants started operations in FY23/2 and a further
five power plants (26MW) are in the pipeline. Ichigo is also planning entry intogreen biomass as a third renewable energy business to make productive use of aging
forest wood supply, help conserve forests, and contribute to the revitalization of local
economies. Ichigo will continue to grow its clean energy business, which has provento be stable and resilient to market fluctuations amidst the Covid pandemic.

28

–

Robust Financial Base
Since the global financial crisis, Ichigo has been strengthening both its earnings andfinancial base via measures such as lengthening borrowing terms, reducing
borrowing costs, hedging against increases in interest-rates, and borrowing via
unsecured loans. Ichigo has also increased funding via ESG-linked loans. Ichigo willcontinue these measures to underpin its growth as a sustainable infrastructurecompany.

–

Initiatives Contributing to a Circular Economy
As a sustainable infrastructure company dedicated to making the world moresustainable, Ichigo has been accelerating its initiatives towards a net-zero carbon
society. In line with this mission, Ichigo has been driving renewable energy
production via its clean energy business and working to reduce greenhouse gas
emissions in order to become climate positive.
Ichigo has been transitioning to renewable electricity across its operations, including
Ichigo Office and Ichigo Hotel, and has completed transitioning 53.2% of its
operations as of FY22/2-end.
Ichigo is working to further accelerate its RE100 target of sourcing 100% renewableelectricity by 2025 with the aim protect the earth’s resources and energy andcontribute to a circular economy that can be handed to future generations.
About RE100
RE100 is a global initiative bringing together the world’s most influential businesses
committed to 100% renewable power. Led by the Climate Group in partnership with
CDP, the group have a total revenue of over US$6.6 trillion and operate in a diverse
range of sectors. Together, they send a powerful signal to policymakers and investors
to accelerate the transition to a clean economy.

29

Climate Positive: CO2 Reduction > Emissions–

Cash Flow Management
To further strengthen its cash flows, Ichigo reclassified some of its Real Estate forSale as Fixed Assets in order to make use of the tax effect on depreciation. The
FY22/2-end Fixed Asset Ratio is 84.7%.

New Business Entry: Sustainable Infrastructure for a Sustainable Society
As a sustainable infrastructure company, Ichigo views real estate as critical infrastructure
underpinning the livelihood of people. As a means to realize this vision and to further
increase the ratio of stock earnings and also drive its sustainable growth, Ichigo works tocreate new businesses leveraging its real estate expertise.
As one example, Ichigo Owners, established in March 2017 to service investor needs forresidential assets, launched a new Co-Ownership business. This new business allows
individual investors to make diversified, small-scale investments in a broad array of
Ichigo Owners’ assets that are held and managed for 12 to 15 years, thus also contributing
to Ichigo’s long-term stock earnings.
30

Ichigo Owners: Building Out Business & Earnings Model

Residential
Asset Sales

Residential
Asset Sales+
Asset Management

New
Co-Ownership
Business(Small-Lot Investments)

Clients
Individual
Investors
OperatingCompanies
Institutional
Investors

Institutional
Investors

Earnings

Needs
DirectOwnership
Portfolio
CreationLong-Term
Investment

Start

AM Period

End

Flow
(Gains on Sale)

Flow(Gains on Sale)

Stock

Flow

(Management
Fees)(Performance
Fees)

Short ~
Long-term

Individual
Investors

Long-Term
Investment
Diversification

Flow(Gains on Sale)

Stock

Flow

(Management
Fees)(Performance
Fees)

Estate Planning
Long-term

Another example is Ichigo’s entry into the hotel operator market in March 2019 via theestablishment of Hakata Hotels, leveraging Ichigo’s extensive experience and know-how
as a hotel owner-operator to help drive higher earnings and value creation.
To further drive earnings in Ichigo’s hotel business, Ichigo developed PROPERA, an AI(artificial intelligence)-based hotel revenue management system that uses multivariate
analysis of historical data and machine learning to flexibly respond to changes in market
conditions and calculates optimal pricing for hotel rooms in order to maximize hotelrevenue. Ichigo has been able to increase its annual hotel revenue between 10% ~ 40%through deployment of PROPERA, and has begun marketing PROPERA for third-party
sales. In Q4, Ichigo successfully licensed PROPERA to an operator for deployment at the
44 hotels it currently operates and at any hotel it commences operations for prior to
December 31, 2024. Ichigo will continue to work to increase the market share of
PROPERA.

31

Ichigo’s anime business financed the production of a new anime series directed byrenowned Japanese directors Mamoru Oshii and Junji Nishimura, and has been creatingsynergies with AKIBA CULTURES ZONE (ACZ), Ichigo’s retail asset located in
Akihabara, the Tokyo district that is the epicenter of Japan’s anime sub-culture.
For the sixth year in a row, Ichigo has been selected for inclusion in the JPX-Nikkei 400
index of Japan’s top 400 listed companies as measured by operating performance andcapital efficiency.
In 2019, Ichigo became a J.League top partner to work with the J.League to promotelocal community development, and launched a Shareholder Program that offers freetickets to J.League games to Ichigo, Ichigo Office, Ichigo Hotel, and Ichigo Green
shareholders as a means to express its gratitude.
During the current fiscal period, Ichigo offered game tickets via lottery because of limited
and volatile stadium capacity on the back of the ongoing Covid pandemic. Although these
conditions remain for the 2022 season, as a J.League top partner Ichigo will continue towork to distribute as many J.League game tickets as possible to shareholders.

Ichigo also uses social media, including Facebook and Instagram, to provide Ichigorelated news and updates, and continues to execute on new branding initiatives to drive
shareholder value.

32

FY22/2 Earnings Details
Ichigo generated consolidated FY22/2 revenue of JPY 56.9 billion (-7.2% year-on-year),
operating profit of JPY 10.0 billion (+3.6% year-on-year), recurring profit of JPY 7.5
billion (+4.1% year-on-year), and net income of JPY 6.5 billion (+28.8% year-on-year).
Segment Earnings Details
The breakdown of revenue and operating profit by segment is as follows:
Asset Management
Due to increased performance fees and gains on sale performance fee from the asset saleat Ichigo Office (8975), revenue increased to JPY 2.9 billion (+16.9% year-on-year).
Also, reduced SG&A resulted in a 31.0% year-on-year increase in segment operating
profit to JPY 1.8 billion.
Sustainable Real Estate
Since many of the asset sales in FY22/2 were fixed assets, for which gains on sales areaccounted for as extraordinary profits, revenue decreased to JPY 49.2 billion (-10.2%
year-on-year) and segment operating profit decreased JPY 6.1 billion (-7% YOY). Gainson sales of fixed assets recorded as extraordinary profits were JPY 3.2 billion. The sum ofsegment operating profit and gains on fixed asset sales should be viewed as the segment’s
actual profit contribution.
Clean Energy
Due to full-year contributions from power plants that came online in FY21/2 and bringing
online nine new plants, revenue increased to JPY 5.4 billion (+15.2% year-on-year), withsegment operating profit up 16.3% year-on-year to JPY 2.1 billion.
Consolidated Income Statement Details
Revenue
Despite gains on sales from residential asset and logistics asset sales, new solar plants
increasing power generation revenue, and an increase in base AM fees, fixed asset gains
on sales are accounted for as extraordinary gains and not reflected to revenue, thus
resulting in a 7.2% year-on-year decrease in revenue to JPY 56.9 billion.
The revenue breakdown was: real estate sales JPY 33.0 billion, real estate rental income
JPY 15.7 billion, real estate management fee income JPY 2.4 billion, and power
production revenue JPY 5.4 billion.
Operating Profit
Increase in recurring profit in the asset management business and clean energy business
contributed to operating profit of JPY10.0 billion (+3.6% year-on-year).
Non-Operating Profit & Expenses
Non-operating profit totaled JPY 361 million (-13.4% year-on-year), with derivative
valuation gains of JPY 98 million (Ichigo hedges against increases in interest rates using
interest rate swaps) and dividend income of JPY 78 million.
Non-operating expenses totaled JPY 2.9 billion (+0.1% year-on-year), due to a decreasein mark-to-market loss on long-term interest rate hedges and debt financing-related fees.
By category, interest expenses were JPY 2.3 billion and debt financing-related fees were
JPY 157 million.

33

Extraordinary Gains
Extraordinary gains totaled JPY 3.4 billion (+370.0% year-on-year) on gains on sale on
fixed assets of JPY 3.2 billion.
Extraordinary losses totaled JPY 1.3 billion (+336.2% year-on-year) on impairment loss
on an intangible asset of JPY 716 million, and allowance for doubtful accounts of JPY
493 million.
Net Income
Net income increased 28.8% year-on-year to JPY 6.5 billion. Incomes taxes totaled JPY
3.3 billion (which included a tax adjustment of -JPY 403 million).

Operating Profit(JPY million)
28,00026,27927,721

21,91921,00014,000
9,668

10,018

FY21/2

FY22/27,000

0FY18/2

FY19/2

FY20/2Net Income(JPY million)

18,00015,00015,37314,01812,000
8,201

9,000

6,473

6,000

5,027

3,000
0
FY18/2

FY19/2

FY20/234

FY21/2

FY22/2

2. Capital Expenditures
During FY22/2, property, plant, and equipment (PP&E), including operating and indevelopment power plants, increased by JPY 2.4 billion.
3. Financing
In order to maintain its strong financial base, Ichigo is improving its borrowing terms anddiversifying its borrowings, including by lowering borrowing costs, staggering loan
maturities, extending loan durations, and reducing loan amortizations. Also, Ichigo
received an issuer rating from Rating and Investment Information, Inc. to diversify themethods of fund procurement.
As a sustainable infrastructure company, Ichigo is proactively executing a broad array of
ESG initiatives, including in its financing activities. Ichigo initiated new commitment
lines via a sustainability linked loan program arranged by Mizuho Bank Ltd. (“Mizuho”)
with a maximum loan amount of JPY 13 billon in December 2021.Based on the
Sustainability Linked Loan Principles (“SLLP”), sustainability linked loans aim tofacilitate and support environmentally and socially sustainable economic activity andgrowth, and incentivize the borrower’s achievement and disclosure of ambitious,
predetermined sustainability performance objectives.
The commitment line is an ongoing, revolving credit line that enables Ichigo to flexibly
and repeatedly borrow within the commitment line amount. Ichigo will make use of thefunds for asset acquisitions.
Sustainability Linked Loan A
Maximum Loan Amount
JPY 9B
LenderMizuhoDrawdown Period
December 17, 2021 to December 17, 2025 (4 years)
Final Loan Repayment Date December 17, 2031 (10 years)
CollateralizedNo
Contract Date
December 17, 2021
Sustainability Linked Loan B
Maximum Loan AmountJPY 4B
Lenders
Mizuho, Asahi Shinkin Bank, Shiga Bank, Shizuoka Bank,
Hiroshima Bank, Fukuho Bank
Drawdown Period
December 17, 2021 to December 17, 2024 (3 years)
Final Loan Repayment Date December 17, 2028 (7 years)
CollateralizedNo
Contract Date
December 17, 2021

Ichigo also initiated a new commitment line via Sumitomo Mitsui Banking Corporation’s(“SMBC”) ESG/SDGs syndicated loan program (“ESG/SDGs Finance”) with amaximum loan amount of JPY 6.901 billion. ESG/SDGs Finance is a syndicated loan
program that finances sustainable business management based on a comprehensive
analysis and evaluation of the environmental, social, and economic impacts of acompany’s business activities. SMBC evaluates the borrowing company’s ESG initiatives
and disclosures and its contributions to achieving the UN’s Sustainable Development
Goals (“SDGs”) based on proprietary criteria developed with The Japan Research
35

Institute (“JRI”). Ichigo was recognized for its outstanding ESG initiatives anddisclosures and its contribution towards achieving the SDGs.
ESG/SDGs Commitment Line Details
Maximum Loan Amount
Lenders
Drawdown Period
Final Loan Repayment Date
Contract Date

JPY 6.901B
Syndicated group with SMBC as arranger and agent
December 20, 2021 to September 30, 2022
December 29, 2028 (7 years)
December 15, 2021

As a result, Ichigo’s corporate loan balance as of FY22/2-end was JPY 168.5 billion(-5.1% year-on-year), and non-recourse loan balance was JPY 40.9 billion (-3.5% yearon-year). The average interest rate during FY22/2 for corporate loans and non-recourse
loans were 0.89% (-0.03% year-on-year) and 1.02% (-0.04% year-on-year), respectively.
Ichigo continues to have an extraordinarily stable and durable balance sheet, with 92.6%
of corporate loans (+0.9% year-on-year) as of FY22/2-end being long-term. JPY 87.5
billion of corporate loans have remaining loan terms of more than five years, with
Ichigo’s corporate loans having an average loan term of 10.1 years and an averageremaining loan maturity of 6.5 years. The proportion of total uncollateralized borrowings
was 24.2% (+2.4%) as of FY22/2-end, driven by the aforementioned FY22/2
commitment lines.

Average Interest Rate and Loan Term

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

2.5%

12
10.8 years

10.3 years

10.2 years
8.7 years

10.0 years

10.0 years

10.1 years

9.6 years

2.0%

9

8.3 years
7.6 years

7.6 years

7.8 years

7.2 years
6.5 years

1.5%

6
1.41%
1.24%

1.04%

0.97%

0.91%

0.92%

0.89%

FY18/2

FY19/2

FY20/2

FY21/2

FY22/2

1.0%

0.5%

0
FY16/2

FY17/2

Term Structure of Loans
Short-Term

3

10% (JPY 10.3B)

6% (JPY 6.1B)

5% (JPY 5.6B)

8% (JPY 11.3B)

9% (JPY 15.6B)

8% (JPY 14.9B)

7% (JPY 12.5B)

90%(JPY 94.4B)

94%(JPY 92.2B)

95%(JPY 112.8B)

92%(JPY 132.1B)

91%(JPY 157.5B)

92%(JPY 162.7B)

93%(JPY 155.9B)

FY16/2

FY17/2

FY18/2

FY19/2

FY20/2

FY21/2

FY22/2Long-Term

36

4. Business Transfers, Absorption-Type Splits or Incorporation-Type Splits
N/A
5. Transferred Businesses from Other Companies
N/A
6. Succession of Rights and Obligations relating to the Business of Other Companies byAbsorption-Type Merger or Absorption-Type Split
N/A
7. Acquisition and Disposition of Shares and Other Interests in Other Companies and Stock
Options, etc.
N/A37

B. Earnings and Assets in the Current and Past Three Fiscal Years
19th Period(FY19/2)

20th Period(FY20/2)

21st Period(FY21/2)

22ndst Period(FY22/2)

Revenue (JPY million)

83,54087,36061,36856,934

Operating Profit (JPY million)

26,27927,721

9,668

10,018Recurring Profit (JPY million)

23,076

24,395

7,179

7,471

Net Income (JPY million)

15,373

8,201

5,027

6,473

Net Income per Share (JPY)

31.14

16.89

10.48

13.81

Total Assets (JPY million)

319,343

333,726

347,076

337,887

Net Assets (JPY million)

102,859

101,607110,255

112,191

Net Assets per Share (JPY)202.14208.49209.81215.46

Dividend per Share (JPY)

7.0

7.0

7.0

7.0

16.3%

8.2%

5.0%

6.5%

Return on Equity(Note)Net Income per Share is calculated based on the average number of outstanding
shares, excluding treasury shares, during the period. Net Assets per Share is
calculated based on the number of outstanding shares, excluding treasury shares,
as of the end of the fiscal year.

Net Income per Share (EPS)
(JPY)
33

31.14
28.12

22
16.89
13.81
10.48

11

0
FY18/2

FY19/2

FY20/238

FY21/2

FY22/2

Net Assets per Share

(JPY)
210

202.14208.49209.81215.46

FY19/2

FY20/2

FY21/2

FY22/2180.2014070

0FY18/2

Total Assets & Net Assets

360,000
300,000

Total Assets
Net Assets
296,501(JPY million)
319,343

333,726

347,076

337,887

240,000
180,000
120,000

92,725

101,607

102,859

110,255

112,191

60,0000FY18/2

FY19/2

FY20/239

FY21/2

FY22/2

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

CapitalPercentage
Ownershipof Voting Rights

Main Business

Ichigo Investment Advisors Co.,Ltd.

JPY 400 million

100%

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

Ichigo Estate Co., Ltd.

JPY 500 million

100%

Sustainable real estate

Ichigo ECO Energy Co., Ltd.

JPY 150 million

100%

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

Ichigo Owners Co., Ltd.

JPY 110 million

100%Real estate investment services

Ichigo Land Shinchiku Co., Ltd.

JPY 50 million

100%

Sustainable real estate

Ichigo Real Estate Services
Fukuoka Co., Ltd.

JPY 101 million

100%Real estate business centeredon Fukuoka

Ichigo Marché Co., Ltd.

JPY 95 million

100%

Operates Matsudo Nanbu market
in Chiba Prefecture

Miyako City Co., Ltd.

JPY 50 million

100%

Operates Miyako City shopping
mall in Miyazaki Prefecture

Centro Co., Ltd.

JPY 30 million

100%

New real estate-related
businesses

Storage Plus Corp.

JPY 80 million

100%

High-grade self-storage

Ichigo Animation KK

JPY 590 million

100%Japanese anime studio & realestate-related content developer

Hakata Hotels Inc.

JPY 100 million

100%

Hotel operator

Ichigo Si Co., Ltd.

JPY 20 million

100%

R&D, production, andapplication of silicon dioxide(SiO2)

40

D. Key Matters to be Addressed
The prolonged Covid pandemic continues to impact global economic activity and restrict
people’s lives.. Within the real estate market, hotels have suffered the largest impact from
Covid with significant decreases in hotel revenue, and the outlook for office demandremains uncertain on the back of Covid-related work style changes. On the other hand, realestate transaction prices have seen little volatility and remain at high levels thus resulting indecreasing cap rates.
As a sustainable infrastructure company, Ichigo continues to work to grow its existing
businesses as well as develop new businesses that will support its sustainable growth.
Recognizing the importance of information technology, Ichigo has been partnering with IT
ventures and also established the DX Acceleration Group on April 1, 2022 that reports
directly to the CEO and is responsible for promoting technology integration across the
Ichigo group. Ichigo remains focused on fusing its businesses with digital technology inorder to enhance its operations.
Ichigo believes companies exist to serve society, and is working to contribute to asustainable society while growing long-term value for its shareholders.
In line with this mission, Ichigo has been proactively addressing environmental issues via its
business activities. Its core Sustainable Real Estate business contributes towards asustainable society via preserving and improving existing real estate. Ichigo will continue togrow its Sustainable Real Estate business with the aim of extending the useful life of realestate beyond 100 years.
Ichigo has also joined RE100, a global initiative to accelerate the transition of electricity
used by businesses to 100% renewable energy. Ichigo is committed to sourcing 100%
renewable electricity across its operations, including Ichigo Office (8975) and Ichigo Hotel(3463), by 2025, which is 15 years earlier than its initial target of 2040. Towards this end,
Ichigo established the ReGeneration Group that reports directly to the CEO, and willcontinue to generate renewable electricity via its businesses while also working to reduce its
energy consumption with the aim of becoming climate positive.
In order to transform its business model to drive significantly higher long-term growth for
its shareholders, Ichigo released Ichigo 2030, an 11-year vision, in 2019. The key elementsof Ichigo 2030 are described below.
Ichigo 2030: Ichigo as a Sustainable Infrastructure Company
As a sustainable infrastructure company, Ichigo is growing and expanding its core real estateand clean energy capabilities into new areas. In doing so, Ichigo will generate new earnings
streams and opportunities to serve clients while working to create a more sustainable society.
a. Sustainable
We have entered an era when humanity must tread more lightly on our planet and learn to do
more with less. Ichigo already has an extensive track record in sustainable real estatethrough its business model of preserving and improving existing real estate, whichchallenges the wasteful cycle of demolition and redevelopment in Japanese real estate. With
Ichigo 2030, Ichigo will continue its long-standing commitment to sustainability whiledeveloping new technologies to extend the lives of key social infrastructure beyond 100
years. Sustainability is integral to the healthy development of people, society, and theenvironment.
b. Infrastructure
Ichigo has moved beyond the traditional view of real estate as simply physical buildings andland to one in which Ichigo more broadly provides key infrastructure that is fundamental topeople’s lives. Ichigo first expanded beyond real estate in 2012, when it began developing
solar power, offering sustainable energy to support a cleaner and safer Japan and world.
41

Ichigo 2030 takes this strategy forward by expanding the scope of Ichigo’s real estate andclean energy businesses into other types of infrastructure that contribute to creating richer,more fulfilling lives for the people of Japan.
Ichigo is now working to merge the physical infrastructure of daily life – offices, homes,
hotels – with the networks and data-driven possibilities of the digital world in order to offer
more enriching experiences to its clients, tenants, and other stakeholders. While continuing
to grow Ichigo’s existing businesses, Ichigo is increasing investments in new technologies
and talent and developing new partnerships with other companies who share oursustainability vision.
Time Period
FY20/2 to FY30/2 (11 years)
KPIs
1. High Capital Productivity(a) FY20/2~FY30/2 Average ROE >15%
Although Ichigo’s growth investments in IT and new businesses will initially lower ROE,
Ichigo believes these investments will increase long-term ROE by driving higher capital
productivity and earnings stability. Ichigo is focused on growing long-term EPS as a key
driver of shareholder value.
(b) FY20/2~FY30/2 Continuous JPX-Nikkei 400 Index Inclusion
Ichigo is targeting continuous inclusion in the JPX-Nikkei 400 Index for the entire Ichigo
2030 period (11 years). The JPX-Nikkei 400 selects companies based on ROE, operating
profit, and market capitalization, resulting in an index that is comprised of companies withhigh capital productivity and profitability.
2. High Cash Flow Generation(a) FY20/2~FY30/2 Continuous Economic Operating Cash Flow* > Net Income
Ichigo’s robust cash flows fund both growth investments and shareholder returns, so
growing these cash flows is an important business priority. Ichigo is therefore setting a target
of its annual Economic Operating Cash Flow exceeding its annual Net Income for the entire
Ichigo 2030 period (11 years).
* Economic Operating Cash Flow = Cash Flows from Operations +/- any changes in Real
Estate and Power Plants for Sale
3. High Earnings Stability
FY30/2 Stock Earnings Ratio >60%
Ichigo is targeting increasing its Stock Earnings ratio from FY19/2’s 53% to 60% in
FY30/2. It is also working to increase and diversify its Flow Earnings in order to reduce theweighting of profits from Value-Add real estate sales, which can be sensitive to changes in
the real estate market. As a result, Ichigo expects to significantly increase both its earnings
and its earnings stability over the Ichigo 2030 period.

42

Shareholder Return Policy
Ichigo will work to drive long-term shareholder value with a shareholder return policy that
focuses on 1) dividend stability, transparency, and growth, and 2) flexible share buybacks.
1. Progressive Dividend Policy
Ichigo will continue its progressive dividend policy, originally adopted in FY17/2, in Ichigo
2030. Ichigo’s progressive dividend policy underscores its commitment to driving continued
organic earnings and dividend growth for shareholders. Under this policy, the previous
year’s dividend becomes the floor for the current year’s dividend. The dividend will beraised (or kept flat) but not cut, providing shareholders downside protection.
2. DOE >3%
In addition to its progressive dividend policy, Ichigo will continue its policy of a DOE(Dividend on Equity) payout ratio of greater than 3%. In contrast to a “dividend payout ratio
policy,” which calculates dividends based upon annual earnings which can be highly
volatile, a DOE policy pays dividends based upon far more stable shareholder equity. A
DOE policy thus results in more stable dividends for shareholders. Ichigo believes that the
combination of a progressive dividend and a DOE-based payout policy will significantly
increase the security, certainty, and visibility of its dividend to the benefit of Ichigo’s
shareholders.
3. Flexible Deployment of Share Buybacks
In addition to the above dividend policies, Ichigo is newly adopting a policy to flexibly
conduct share buybacks to optimize its capital structure and drive shareholder value.
E. Key Business Segments (as of February 28, 2022)
Ichigo’s biggest segment is Sustainable Real Estate, in which Ichigo preserves and improves
real estate. Ichigo receives rental income during the period it is carrying out its value-add,
along with profits on sale that reflect the real estate’s higher value after the value-add iscomplete.
In addition to its value-add activity with respect to mid-size offices, hotels, and retail andother assets, Ichigo develops and operates solar and wind power plants to supply clean
energy and bring productive use to idle land.

43

F. Employees (as of February 28, 2022)
1. Employees (Consolidated)
Number of employees

Increase/decrease fromprevious fiscal year-end

Asset Management
Sustainable Real Estate

313 (84)-3 (+9)Clean Energy

16 (1)+2 (–)

Company-wide

55 (4)-4 (+1)Total

384 (89)-5 (+10)Segment(Note 1) The number of employees is the number of full-time employees (excluding
workers dispatched from Ichigo to other companies and including workers
dispatched from other companies to Ichigo), including Directors who are also
employees.
(Note 2) The average number of non-full-time employees (including part-time andtemporary staff) is presented in parentheses.
(Note 3) On a year-on-year basis, the number of the number of non-full-time
employees increased by 10, primarily reflecting the addition of employees
from business expansions.
2. Employees (Parent company only)
Number of
employees

Increase/decrease
from previous fiscal
year-end

Average age

Average years of
employment

99 (5)-7 (+2)42.8 years old

7.0 years(Note 1) The number of employees is the number of full-time employees (excluding
workers dispatched from Ichigo to other companies and including workers
dispatched from other companies to Ichigo) including Directors who are also
employees.
(Note 2) The average number of non-full-time employees (including part-time andtemporary staff) is presented in parentheses.
G. Principal Lenders (as of February 28, 2022)
Lenders

AmountMizuho Bank, Ltd.

JPY 38.5 billion

Sumitomo Mitsui Banking Corporation

JPY 36.6 billion

Kansai Mirai Banking Corporation

JPY 7.9 billion

Shinsei Bank, Ltd.

JPY 6.8 billion

The Tokyo Star Bank, Limited.

JPY 6.7 billion(Note) These amounts are for corporate loans and do not include non-recourse loans
with respect to assets that Ichigo manages (e.g., tokumei kumiai partnerships,
etc.)

44

H. Policy on Dividends and Shareholder Distributions
Ichigo views distributions to its shareholders as an important priority.
Ichigo’s Board of Directors adopted on April 19, 2016 a progressive dividend policy. This
policy underscores Ichigo’s commitment to driving continued organic earnings and dividend
growth for its shareholders. Under a progressive dividend policy, the previous year’s
dividend becomes the floor for the current year’s dividend. The dividend will be raised (orkept flat) but not cut, providing shareholders downside protection.
In addition to this progressive dividend policy, Ichigo has adopted a minimum DOE(dividend on equity) payout ratio of 3%. In contrast to an “earnings payout ratio policy,”
which pays dividends based upon more volatile annual earnings, a DOE policy that pays
dividends based upon more stable shareholder equity is by its very nature more stable.
Ichigo believes that the combination of a progressive dividend and a DOE-based payout
policy will significantly increase the security, certainty, and visibility of its dividend to thebenefit of Ichigo’s shareholders.
The FY22/2 dividend per share is JPY 7.
Dividend per Share
7.0

7
7
66
55

6.0

(JPY)
(JPY)

7.0
7.0

7.0
7.0

7.0
7.0

FY19/2
FY20/2

FY20/2
FY21/2

FY21/2
FY22/2

6.0

5.0

44
33
22
11
00

FY16/2
FY18/2

FY17/2
FY19/245

I. Other Material Matters
Ichigo’s Board of Directors decided to conduct a share buyback, pursuant to the provisionsof Articles 156 and 165 of the Company Law, at the Board of Directors meeting held on
April 19, 2021. The details of the buyback are as follows:
1. Share Buyback Rationale
To grow value for Ichigo shareholders
2. Share Buyback Summary
April 2021 Share Buyback
Number of Shares
AmountAverage Share Price
Buyback Period
Buyback Method

4,363,500
JPY 1,499,985,900
JPY 344
April 20, 2021 – June 4, 2021
In-market purchases via securities firm46

II. Other Matters
A. Shares and Shareholder Information (as of February 28, 2022)
1. Number of Authorized Shares:
2. Total Number of Shares Issued:
3. Number of Shareholders:

1,500,000,000 shares
505,381,018 shares (including 37,466,500 treasury shares)
29,796

Top 10 Shareholders
Name

Shares Held

Shareholding Ratio

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

48.11%The Master Trust Bank of Japan, Ltd. (Trust Account)

27,693,100

5.92 %

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

22,653,000

4.84%

Morgan Stanley MUFG Securities Co., Ltd.

20,019,452

4.28%

BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT
ACCOUNTS M LSCB RD(Standing Proxy: The Bank of Tokyo-Mitsubishi UFJ, Ltd.)16,471,822

3.52 %SMBC Nikko Securities Inc.

9,130,700

1.95 %

Ueda Yagi Tanshi Co., Ltd.

8,298,300

1.77 %MORGAN STANLEY SMITH BARNEY LLC CLIENTSFULLY PAID SEG ACCOUNT(Standing Proxy: Citibank, N.A., Tokyo Branch)

8,124,800

1.74 %NORTHERN TRUST CO. (AVFC) RE HSD00(Standing Proxy: The Hong Kong and Shanghai Banking
Corporation Limited, Tokyo Branch)

7,785,900

1.66%

Citigroup Global Markets Japan Inc.

7,004,813

1.50%

TOTAL

352,290,087

75.29%(Note 1) Shareholding Ratio is calculated excluding 37,466,500 treasury shares.
(Note 2) The Shareholding Ratio of Ichigo Trust Pte. Ltd., Ichigo’s largest shareholder,
increased during the period from 47.68% to 48.11% as a result of share sales.
B. Employee Stock Options
Detailed disclosure of Employee Stock Options issued as a compensation for execution ofduties by officers and Directors are stated in the Additional Accounting Notes for the
Twenty-Second Annual Shareholder Meeting available on Ichigo’s corporate website:www.ichigo.gr.jp/en/ir/stocks/shareholders_info.html
47

C. Directors and Officers
1. Directors (as of February 28, 2022)
Position

Name

Responsibility and Other Business Affiliations

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

TakumaHasegawa

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

Director

MinoruIshihara

Executive Vice President & Statutory Executive Officer (Sustainable Real
Estate) & COO
Director, Ichigo Investment Advisors Co., Ltd.
Chairman, President, & Representative Director, Miyako City Co., Ltd.
Chairman & Representative Director, Ichigo Marché Co., Ltd.
President & Representative Director, Ichigo Real Estate Services Fukuoka
Co., Ltd.
Chairman & Representative Director, Hakata Hotels Inc.
President & Representative Director, Miyazaki Sunshine FM Co., Ltd.

Director

Eri
Murai

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

TetsuyaFujita1

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

Director

Director

Independent
Director

NorikoKawate2

Independent
Director

Yukio
Suzuki3

Independent
Director

Masatoshi
Matsuzaki

Nominating Committee Member, Audit Committee Member, Compensation
Committee Member
President, CLEA Consulting Co., Ltd.
Partner, Cast Group
Independent Auditor, Sumitomo Bakelite Co., Ltd.
Independent Auditor, Nichireki Co., Ltd.
Vice Chairman of Compliance Committee, Audit Committee Member
CEO, Belle Investment Research of Japan Inc.
Independent Director, Systena Corporation
Independent Auditor, Wills Inc.
Independent Director, XNET Corporation
Nominating Committee Member, Compensation Committee Member
Chairman of the Board of Directors, Konica Minolta Inc. (Non-Executive
Director)
Executive Director & Deputy Chairman, Japan Association of Corporate
Directors
Member, Public Interest Supervisory Committee of PwC Aarata LLC
Independent Director, LIXIL Group Corporation
Independent Director, SmartHR, Inc.
48

Position

Name

Responsibility and Other Business Affiliations

Independent
Director

Nobuhide
NakaidoExecutive Director, Japan Association for Chief Human Resources Officers
Independent Director, eSOL Co., Ltd.
Independent Director, Sourcenext Corp.

1

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

49

2. Statutory Executive Officers (as of February 28, 2022)
Position

Name

Responsibility and Other Business Affiliations

Scott Callon

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

Takuma Hasegawa

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

Executive Vice President &Statutory Executive Officer &COO

Minoru Ishihara

Executive Vice President, Sustainable Real
EstateDirector, Ichigo Investment Advisors Co., Ltd.
Chairman, President, & Representative
Director, Miyako City Co., Ltd.
Chairman & Representative Director, Ichigo
Marché Co., Ltd.
President & Representative Director, Ichigo
Real Estate Services Fukuoka Co., Ltd.
Chairman & Representative Director, Hakata
Hotels Inc.
President & Representative Director, Miyazaki
Sunshine FM Co., Ltd.

Executive Managing Director

Eri MuraiHR

Go Watanabe

New Ventures
President & Representative Director, Centro
Co., Ltd.
Chairman & Director, Storage Plus Corp.

Executive Managing Director

Takeyuki Yoshimatsu

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

Senior Statutory Executive
Officer

Takanori Sakamatsu

Finance

Senior Statutory Executive
Officer

Kazunori Kurita

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

Ryutaro Yamamoto

Sustainable Real Estate
President, President & Representative
Director, Ichigo Land Shinchiku Co., Ltd.

Chairman & Representative
Statutory Executive Officer

President & Representative
Statutory Executive Officer

Executive Managing Director

Senior Statutory Executive
Officer
Senior Statutory Executive
Officer
Statutory Executive Officer

Takashi Ohigawa

Sustainable Real Estate

Akihiko Tsukasa

West Japan Branch, Sustainable Real Estate

Statutory Executive Officer

Kenichi Tanaka

Business Promotion

Statutory Executive Officer

Yasutoyo Senda

Audit
50

Position
Statutory Executive Officer

Name

Responsibility and Other Business Affiliations

Kenji Tanaka

Sustainable Infrastructure

3. Directors and Statutory Executive Officers Who Stepped Down during the Current
Fiscal Year
None
4. Outline of Limited Liability Agreement with Independent Directors
In order to retain Independent Directors of high quality, Ichigo has signed limited liability
agreements with its Independent Directors pursuant to Article 427, Paragraph 1 of theCompany Law.
The extent of liability for compensation under the agreements is the minimum limited
liability amount as defined in Article 425, Paragraph 1 of the Company Law; provided thatthe liability is limited only when the Independent Directors have performed their duties ingood faith and without gross negligence.
5. Outline of Director Liability Insurance
Ichigo has entered into a director liability insurance agreement with an insurance company,
pursuant to Article 430, Paragraph 3, Clause 1 of the Company Law, that insures against
damages arising in relation to directors executing on their responsibilities and claims madewith respect to directors executing on their responsibilities. Insured persons include Ichigo’s
Directors and Statutory Executive Officers as well as any Director, Auditor, or Statutory
Executive Officer seconded to an Ichigo Group company. The agreement does not insure
against damages arising from certain exempted reasons such as willful misconduct. All
insurance premiums are borne by Ichigo.
6. Policy on Determining Compensation for Directors and Statutory Executive Officers
a. Basic Policy
Compensation for Directors and Statutory Executive Officers of Ichigo is determinedbased on factors including the duties of each individual, contribution to Ichigo, basecompensation, and relevant work experience.
b. Specific Policies– Compensation for Directors
Compensation of Directors consists of a monthly base salary and a performance-based
bonus. The monthly base salary is a fixed amount based on the role andresponsibilities of each Director. The performance-based bonus is based on Ichigo’s
total corporate performance, the Director’s level of contribution towards value
creation across the Ichigo Group, and the Director’s level of achievement of theirrespective goals.
– Compensation for Independent Directors
Compensation of Independent Directors consists of a monthly base salary and aperformance-based bonus. The monthly base salary is a fixed amount in accordancewith the number of points assigned to each Independent Director based on theirrespective supervisory roles and past management experience. If a performance-based
director bonus is to be paid, the amount is based on a point system, similar to that used
for monthly base salary, taking into consideration the importance of the supervisory51

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

52

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

PerformanceBased Bonus

Stock Options

Number of
Recipients(persons)

208

74

122

11

3

46

24

18

4

49

32

13

4

Amount Paid
Directors(excluding
Independent
Directors)
Statutory
Executive
Officers
Independent
Directors

105(Note 1) As of the end of the period, there are nine Directors (including five Independent
Directors) and 14 Statutory Executive Officers (four of whom are also Directors),
resulting in a total of 19 officers. Since those who are both a Statutory Executive
Officer and a Director do not receive Statutory Executive Officer’s compensation,
the total amount and number of recipients are shown in the row of Directors andnot in the row of Statutory Executive Officers.
(Note 2) There is one Director that receives no compensation from Ichigo.
(Note 3) In addition, Ichigo paid JPY 171 million as employee compensation to eight
Statutory Executive Officers who also serve as employees.
(Note 4) No compensation has been paid by Ichigo subsidiaries to Ichigo’s Independent
Directors.
(Note 5) Exercise of stock options during FY22/2 is stated in B. Employee Stock Options.
(Note 6) The performance-based bonus is based on a comprehensive assessment of Ichigo’s
total corporate performance and growth in shareholder value and incorporates
metrics including achievement of Ichigo’s annual operating profit, recurring profit,
and net income targets, shareholder returns (dividend per share and the Dividendon Equity (DOE) ratio), and progress with respect to the KPIs set in the Ichigo
2030 long-term vision. Ichigo’s FY22/2 earnings forecast is reported as a range,
with the bottom of the range being a conservative forecast, given uncertainties dueto the ongoing Covid pandemic. Therefore, Ichigo did not set targets for annual
operating profit, recurring profit, or net income for this fiscal period. Performancebased bonus amounts were determined in light of net income increasing by 28.8%
year-on-year this fiscal period.
Forecast

ActualActual vs. Forecast

Operating Profit–

JPY 10,018 million–

Recurring Profit–

JPY 7,471 million–

Net Income–

JPY 6,473 million–

Dividend

JPY 7

JPY 7

100%

DOE

3%

3.3%

109%

(Note 7) FY22/2 compensation for Directors and Statutory Executive Officers has beenreviewed by the Compensation Committee and complies with Ichigo’s compensation policy.
53

8. External Positions Held by Independent Directors
a. Positions in Other Companies and the Relationship between Ichigo and these Other
Companies– Independent Director Tetsuya Fujita is CEO of Creative Solutions Co., Ltd. andExecutive Director of Postal Club Inc. Ichigo has no relationship with Creative
Solutions Co., Ltd. or Postal Club Inc.
– Independent Director Noriko Kawate is President of CLEA Consulting Co., Ltd. and aPartner of Cast Group. Ichigo has no relationship with CLEA Consulting Co., Ltd. orCast Group.
– Independent Director Yukio Suzuki is CEO of Belle Investment Research of Japan Inc.
Ichigo has no relationship with Belle Investment Research of Japan Inc.
b. Positions as Independent Directors in Other Companies– Independent Director Noriko Kawate is an Independent Director of Sumitomo
Sumitomo Bakelite Co., Ltd. and an Independent Auditor of Nichireki Co., Ltd. Ichigo
has no relationship with any of these companies.
– Independent Director Yukio Suzuki is an Independent Director of Systena Corporation,an Independent Auditor of WILLs Inc., and an Independent Auditor of XNET
Corporation. Ichigo has no relationship with any of these companies.
– Independent Director Masatoshi Matsuzaki is the Chairman of the Board of Directorsof Konica Minolta Inc., Executive Director and Deputy Chairman of the Japan
Association of Corporate Directors, a Member of the Public Interest Supervisory
Committee of PwC Aarata LLC, and an Independent Director of LIXIL Group
Corporation and SmartHR, Ltd. Ichigo has no relationship with any of thesecompanies.
– Independent Director Nobuhide Nakaido is an Executive Director of Japan Association
for Chief Human Resources Officer, an Independent Director of eSOL Co., Ltd., andan Independent Director, Sourcenext Corp. Ichigo has no relationship with any of thesecompanies.
c. Relationship with Ichigo or Related Entities of Ichigo
The five Independent Directors have no spouses or relatives in the third degree or closer
who are Statutory Executive Officers of Ichigo or related entities.

54

d. Independent Director Activities in the Current Fiscal Year
Name

Independent
Director

Tetsuya Fujita

Independent
Director

Noriko Kawate

Independent
Director

Yukio Suzuki

Independent
Director

Masatoshi Matsuzaki

Independent
Director

Nobuhide Nakaido

Activities
Attended 11 out of 11 meetings (100%) of the Board of
Directors. Attended 20 out of 20 meetings (100%) of the Audit
Committee and attended 2 out of 2 meetings (100%) of theCompliance Committee. Attended 5 out of 5 meetings (100%) of
the Nominating Committee and 6 out of 6 meetings (100%) of
the Compensation Committee since becoming a member.
Commented and advised on resolutions and discussions from an
objective standpoint independent from the management team,primarily in the areas of corporate management, risk
management, and ESG.
Attended 11 out of 11 meetings (100%) of the Board of
Directors. Attended 20 out of 20 meetings (100%) of the Audit
Committee. Attended 5 out of 5 meetings (100%) of theNominating Committee and 6 out of 6 meetings (100%) of theCompensation Committee since becoming a member.
Commented and advised on resolutions and discussions from an
objective standpoint independent from the management team,primarily in the areas of finance and investment, and risk
management.
Attended 11 out of11 meetings (100%) of the Board of Directors.
Attended 20 out of 20 meetings (100%) of the Audit Committee
and attended 2 out of 2 meetings (100%) of the Compliance
Committee. Commented and advised on resolutions anddiscussions from an objective standpoint independent from the
management team, primarily in the areas of corporate
management, finance and investment, and risk management.
Attended 11 out of 11 meetings (100%) of the Board of
Directors. Attended 5 out of 5 meetings (100%) of theNominating Committee. Attended 6 out of 6 meetings (100%) of
the Compensation Committee. Commented and advised on
resolutions and discussions from an objective standpoint
independent from the management team, primarily in the areas ofcorporate management, ESG, and human resource development.
Attended 11 out of 11 meetings (100%) of the Board of
Directors. Commented and advised on resolutions anddiscussions from an objective standpoint independent from the
management team, primarily in the areas of corporate
management, finance and investment, and human resource
development.

55

D. Independent Auditor
1. Grant Thornton Taiyo LLC
2. Fees Paid to the Independent Auditor(i)Fees paid to the Independent Auditor during FY22/2
Fees for the services specified in Article 2, Paragraph 1 of theCertified Public Accountants Act (Act No. 103 of 1948)

JPY 68 million

Fees for the services other than those specified in Article 2,
Paragraph 1 of the Certified Public Accountants Act–
JPY 68 million(ii)

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

JPY 93 million(Note 1) Pursuant to Article 399, Paragraph 1 of the Company Law and based on the“Auditor Evaluation & Selection Standards” and “Auditor Selection &Compensation Agreement Processes” set forth by Ichigo’s Audit Committee,
Ichigo’s Audit Committee concurs with the Independent Auditor’s fees after athorough confirmation and consideration of the content of the Independent
Auditor’s audit plan, execution of work, audit fee trends, and the Independent
Auditor’s calculation of its fee estimates.
(Note 2) Pursuant to both the Company Law and the Financial Instruments and Exchange
Law, the audit agreement between Ichigo and the Independent Auditor does notcall for itemizing the audit fee breakdown, and, thus as a practical matter, Ichigo is
not able to itemize the fees. Therefore, the fees paid to the Independent Auditor
show the total amount.
3. Policy for the Determination of Dismissal or Non-Reappointment of the Independent
Auditor
The Audit Committee has stipulated a Policy for the dismissal or non-reappointment of
the Independent Auditor based on the “Auditor Evaluation & Selection Standards” and“Auditor Selection & Compensation Agreement Processes” set forth by Ichigo’s Audit
Committee. The Policy is as below:(a) The term of the Independent Auditor is one year, as specified in a one-year audit
contract.
(b) The reappointment of the Independent Auditor will be decided at the Audit Committee.
(c) 1. The selection, dismissal, or the non-reappointment of the Independent Auditor will
be decided at the Annual Shareholder Meeting. The Audit Committee makes thedecision to place this on the shareholding meeting agenda.
2. In the event Ichigo decides to dismiss or not reappoint an Independent Auditor at
Ichigo’s discretion or for the breach of laws and regulations such as the Company
Law or the Certified Public Accountants Law, or the breach of the contract ofengagement, the dismissal or the non-reappointment will be deliberated by the Audit
Committee with reference to the views of the Directors and Statutory Executive
Officers.

56

3. In the event the dismissal or the non-reappointment of the Independent Auditor is
to become the agenda of the shareholder meeting, the details of the agenda item will
be determined by the Audit Committee.
4. In the event the Independent Auditor contravenes his/her duty as an Auditor or if
proper duty as an Auditor stipulated in Article 340, Paragraph 1 of the Company Law
is deemed difficult, the Audit Committee may dismiss the Independent Auditor uponconsent of all Audit Committee members.
E. Controls to Ensure Appropriate Business Conduct
Detailed disclosure of Controls to Ensure Appropriate Business Conduct is included in
the Additional Accounting Notes for the Twenty-Second Annual Shareholder Meeting
available on Ichigo’s corporate website:www.ichigo.gr.jp/en/ir/stocks/shareholders_info.html
1. Internal Controls to Ensure that Statutory Executive Officers and Employees Execute
Their Duties in Full Compliance with Japanese Law and Ichigo’s Articles ofIncorporation
2. Systems to Ensure Proper Storage and Management of Information Required for
Execution of Duty by Statutory Executive Officers
3. Risk Management Policies and Systems
4. Systems to Ensure Effective Execution of Duties by Statutory Executive Officers (5. Audit Committee and Audit Systems
6. Systems to Ensure Fully Appropriate Business Activities by Ichigo and its
Subsidiaries
Reference: Establishment and Status of Internal Structures to Prevent Dealings with
Anti-Social Forces
F. Policy on Corporate Control (Takeover Defenses)
Ichigo has not adopted any takeover defense, poison pill, or any other policy with respect
to entities or persons who would seek to control decisions with respect to Ichigo’s
financial and business policies.

57

Consolidated Balance Sheet(As of February 28, 2022)(JPY million)

Item
AssetsAmountCurrent Assets
Cash and deposits
Trade notes and accounts receivable
Operational loan investments

122,798
46,458
1,819
1,324
2,547

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

68,666
2,613-633

Long-Term Liabilities
Bonds
Long-term loans
Long-term non-recourse loans
Deferred tax liabilities-6,34527,953

Other long-term liabilities

Long-term security deposits received

Amount20,861
2,382
274
9,888
1,375
1,888
39
5,012
204,833
5,603
150,389
39,489
1,795
6,749
805

116,079
435
2,095
2,884
-1,618
1,265
3,551
1,580
1,365
605
7,498
3,463

3,013

Total Liabilities
Net Assets
Shareholders’ Equity
CapitalCapital reserve
Retained Earnings
Treasury shares
Accumulated Other Comprehensive
IncomeValuation gains (losses) on othersecurities
Deferred gains (losses) on
long-term interest rate hedges
Stock Options-131

Minority Interests

10,415

Total Net Assets
Total Liabilities and Net Assets

112,191
337,887

270

Deferred tax assets

883

Total Assets

Other current liabilities

215,089
204,038
66,501-10,292
56,20834,298Long-term loans receivable

Other
Less: allowance for doubtful
accounts

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

337,88758

225,695
101,043
26,888
11,26876,310-13,423
-228
25
-254
961

Consolidated Income Statement(March 1, 2021 – February 28, 2022)(JPY million)

Item
Revenue
Cost of Goods Sold
Gross Profit
SG&A
Operating Profit
Non-Operating Profit
Interest income
Dividend income
Foreign exchange gains
Mark-to-market gains on long-term interest rate
hedgesOther
Non-Operating Expenses
Interest expense
Mark-to-market loss on long-term interest rate
hedgesDebt financing-related fees
Other
Recurring Profit
Extraordinary Gains
Gains on sale of fixed assets
Gains on sale of securities investments
Other
Extraordinary Losses
Loss on disposal of fixed assets
Valuation losses on securities investments
Allowance for doubtful accounts
Impairment loss
Other
Pre-Tax Net Income
Income taxes – current
Income taxes – deferred
Pre-Minority Interest Net Income
Net Income Attributable to Minority Interests
Net Income

59

Amount56,93440,757
16,177
6,159
10,018
29
30
38
98
164
2,341
53
157
355
3,248
15
120
5
43
493
716
–
3,304
-403

361

2,908
7,471

3,383

1,259
9,595
2,901
6,694
220
6,473

Consolidated Statement of Changes in Shareholders’ Equity(March 1, 2021 – February 28, 2022)(JPY million)
Shareholders’ Equity
CapitalReserve

CapitalBalance as of March 1, 2021
Changes in the Current
Fiscal Year
Dividend Payment
Net Income
Change in Consolidated
Subsidiaries
Share Buyback
Sale of Treasury Shares
Changes in Items other thanShareholders’ Equity
Total Changes
Balance as ofFebruary 28, 2022

Balance as of March 1, 2021
Changes in the Current
Fiscal Year
Dividend Payment
Net Income
Changes in Consolidated
Subsidiaries
Share Buyback
Sale of Treasury Shares
Changes in Items other thanShareholders’ Equity
Total Changes
Balance as ofFebruary 28, 2022

26,88873,160

Total
Shareholders’Equity99,335-11,988-3,3046,473-3,304
6,473

-18

-18

Retained
Earnings

11,275

Treasury
Shares-6-1,49964-1,499
58

–

-6

3,150

-1,435

1,708

26,888

11,26876,310-13,423

101,043

Other Comprehensive Income
Deferred Gains
Stock
Total Other
Valuation Gains (Losses) on(Losses) on
Long-Term Comprehensive Options
IncomeOther Securities Interest Rate
Hedges

90

-375

-285

1,007

Minority Total Net
Interests Assets
10,197110,255-3,3046,473-18-1,499
58

-65

121

56

-46

217

227

-65

121

56

-46

217

1,935

25

-254

-228

961

10,415

112,19160

Parent Balance Sheet(As of February 28, 2022)(JPY million)

Item
AssetsAmountCurrent Assets
Cash and deposits
Accounts receivable
Operational securities investments
Short-term loans to affiliates
Advance payments
Accounts receivable – otherAccounts receivable due toconsolidated taxation
Other
Less: allowance for doubtful
accounts
Fixed Assets
Property, Plant, and Equipment
Buildings and structures
Depreciation
Buildings and structures (net)
Land
Other
Depreciation
Other (net)
Intangible Assets
SoftwareLeasehold rights
Other
Investments and Other Assets
Securities investments
Securities investments inaffiliates
Affiliate bonds
Securities investments in affiliates –otherLong-term loans receivable
Long-term loans to affiliates

51,36919,010474
2,545
27,777
100
592
1,184

Deferred tax assets
Other
Less: allowance for doubtful
accounts
Total Assets

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

294
-610

Amount
6,356
912
112
2,599
912
203
1,481

Advances received

36

Deposits received

21

Other

76

106,305
6,483
2,586
-531
2,054
4,146
380
-97
283
470
372
92
4
99,351
2,437
5,955

Long-Term Liabilities
Bonds
Long-term loans
Long-term loans of affiliates
Long-term security deposits received
Other long-term liabilities
Total Liabilities
Net Assets
Shareholders’ Equity
CapitalCapital reserve
Retained earnings
Capital reserve – other
Retained earnings
Earnings reserve
Earnings reserve – other51,866

3,560
42,271Retained earnings carried forward

51,866

Treasury shares-13,423

10
43,486

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

284
1,430
-85
157,674

73,994
3,072
60,525
10,15884154
80,351
76,643
26,888
11,266
11,20462
51,911
44

-280
-30
-250
961

Total Net Assets

77,323

Total Liabilities and Net Assets

157,67461

Parent Income Statement(March 1, 2021 – February 28, 2022)(JPY million)

Item
Revenue
Cost of Goods Sold
Gross Profit
SG&A
Operating Profit
Non-Operating Profit
Interest income
Dividend income
Mark-to-market gains on long-term interest rate
hedgesCredit guarantees income
Other
Non-Operating Expenses
Interest expense
Mark-to-market loss on long-term interest rate
hedgesDebt financing-related fees
Depreciation
Other
Recurring Profit
Extraordinary Gains
Gains on sale of securities investments
Gains on reversal of stock options
Extraordinary Losses
Valuation losses on securities investments
Allowance for doubtful accounts
Impairment loss
Other
Pre-Tax Net Income
Income taxes – current
Income taxes – deferred
Net Income

62

Amount
7,843
244
7,599
3,380
4,218
706
24
98
9
63

903

1,004
53
109
150
168
15
120
43
453
716
1
892
-156

1,485
3,636
135

1,214
2,557
735
1,822

Parent Statement of Changes in Shareholders’ Equity(March 1, 2021 – February 28, 2022)(JPY million)
Shareholders’ Equity
Capital Surplus

Capital

Total
Treasury Shareholders’SharesEquityRetained Earnings
Other
Retained
Earnings

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

Balance as of
26,888 11,204
March 1, 2021
Changes in the Current
Fiscal Year
Dividend Payments
Share Buyback
Sale of Treasury
SharesNet Income
Changes in Items otherthan Shareholders’EquityTotal Changes－－
Balance as of
26,888 11,204
February 28, 2022

Balance as of March 1, 2021
Changes in the Current Fiscal Year
Dividend Payments
Share Buyback
Decrease due to Company Split
Net Income
Changes in Items other thanShareholders’ Equity
Total Changes
Balance as of February 28, 2022

68 11,273-6

44

53,34953,394 -11,988

79,567-3,304-3,304-1,499-3,304-1,499

64

58

-6

-6

1,822

1,822

1,822

-6

－

-1,482-1,482-1,435-2,92462 11,266

44

51,866

51,911 -13,423

76,643

Revaluation and Adjustment
Gains
Valuation Deferred
Total(losses)on
Gains (losses) Long-Term
Revaluation
on OtherandInterest Rate
Securities
Adjustment
Hedges
30
-369
-339

Stock
Options

Total Net
Assets

1,007

80,235-3,304-1,499
58
1,822

-60

119

58

-46

11

-60
-30

119
-250

58
-280

-46
961

-2,912
77,32363

Auditor’s Report on the Consolidated Financial Statements
Report of Independent Auditor
April 13, 2022
To the Board of Directors of Ichigo Inc.
Grant Thornton Taiyo LLC
Hiroaki Ohkane, CPA, Designated and Engagement Partner(seal)

Kenta Nishimura, CPA, Designated and Engagement Partner (seal)
Daisuke Noda, CPA, Designated and Engagement Partner (seal)
We have audited the consolidated financial statements of Ichigo Inc., namely the consolidated balance sheet, theconsolidated income statement, the consolidated statement of changes in shareholders’ equity and the notes toconsolidated financial statements, for the fiscal year from March 1, 2021 to February 28, 2022 pursuant to
Article 444, Paragraph 4 of the Company Law.
Management’s Responsibility with respect to the Financial Statements
Management is responsible for compiling and indicating the consolidated financial statements in accordance withthe generally accepted accounting principles of Japan. This includes the operation and maintenance of an internal
compliance structure which management deems necessary to ensure that the consolidated financial statements
are compiled and indicated free of material misstatement in the form of fraud or error.
Auditor’s Responsibility
The responsibility of the Auditor is to perform an independent audit and declare an opinion with respect to theconsolidated financial statements. We conducted our audit in accordance with auditing standards generally
accepted in Japan. Those standards require that we obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement.
We conducted our audit by carrying out auditing procedures on amounts in the consolidated financial statements
and information we received from the Company. These procedures included sampling and testing based on ourassessment of the potential risk of material misstatement in the form of fraud or error. Although our intent is not
to express an opinion regarding the appropriateness of the internal compliance structure, we did assess operationof the internal compliance structure to the extent it affects the accuracy of the consolidated financial statements.
This included an overall assessment of the consolidated financial statements and any assumptions made bymanagement with respect to the Company’s accounting policies or their application, and any estimates indicatedin the consolidated financial statements.
We believe we received sufficient and appropriate information to have a reasonable basis to express our opinion.
Auditing Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, thefinancial position of the Ichigo Group consisting of Ichigo Inc. and its consolidated subsidiaries for the period forthe consolidated financial statements in conformity with accounting principles generally accepted in Japan.
Matter of Note
The Company has reclassified some of its Real Estate for Sale assets to Fixed Assets as stated in the notes to theconsolidated financial statements (Reclassification of Certain Real Estate for Sale Assets to Fixed Assets). This
reclassification has not affected our opinion.
Potential Conflicts of Interest
There are no interests to be specified pursuant to the provisions of the Certified Public Accountant Law between
the Company and us or the engagement partner.

64

Auditor’s Report on the Parent Financial Statements
Report of Independent Auditor
April 13, 2022
To the Board of Directors of Ichigo Inc.
Grant Thornton Taiyo LLC
Hiroaki Ohkane, CPA, Designated and Engagement Partner(seal)

Kenta Nishimura, CPA, Designated and Engagement Partner (seal)
Daisuke Noda, CPA, Designated and Engagement Partner (seal)
We have audited the Twenty-Second Period financial statements of Ichigo Inc., namely the balance sheet, theincome statement, the statement of changes in shareholders’ equity, and the notes to the financial statements andschedules, for the fiscal year from March 1, 2021 to February 28, 2022 pursuant to Article 436, Paragraph 2,
Item 1 of the Company Law.
Management’s Responsibility with respect to the Financial Statements
Management is responsible for compiling and indicating the financial statements and notes and schedules thereto
in accordance with the generally accepted accounting principles of Japan. This includes the operation andmaintenance of an internal compliance structure which management deems necessary to ensure that the financial
statements and notes and schedules are compiled and indicated free of material misstatement in the form of fraud
or error.
Auditor’s Responsibility
The responsibility of the Auditor is to perform an independent audit and declare an opinion with respect to thefinancial statements and the notes 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.
We conducted our audit by carrying out auditing procedures on amounts in the financial statements and notes andschedules and information we received from the Company. These procedures included sampling and testing
based on our assessment of the potential risk of material misstatement in the form of fraud or error. Although ourintent is not to express an opinion regarding the appropriateness of the internal compliance structure, we didassess operation of the internal compliance structure to the extent it affects the accuracy of the financial
statements and notes and schedules. This included an overall assessment of the consolidated financial statements
and notes and schedules and any assumptions made by management with respect to the Company’s accounting
policies or their application, and any estimates indicated in the financial statements and notes and schedules.
We believe we received sufficient and appropriate information to have a reasonable basis to express our opinion.
Auditing Opinion
In our opinion, the financial statements and schedules referred to above present fairly, in all material respects, thefinancial position of Ichigo Inc. for the period for the financial statements and schedules in conformity withaccounting principles generally accepted in Japan.
Potential Conflicts of Interest
There are no interests to be specified pursuant to the provisions of the Certified Public Accountant Law between
the Company and us or the engagement partner.

65

Audit Committee Report

April 19, 2022
Audit Committee, Ichigo Inc.
Tetsuya Fujita, Audit Committee Member (seal)
Noriko Kawate, Audit Committee Member (seal)
Yukio Suzuki, Audit Committee Member (seal)
The Audit Committee has audited the execution of the duties of the Directors and Statutory Executive Officers
during the twenty-second fiscal year from March 1, 2021 to February 28, 2022. We report the method and resultsof this audit as follows:
1. Method and Description of Audit
The Audit Committee has received regular reports and has made requests for explanations as necessary fromthe Directors, Statutory Executive Officers, and employees of Ichigo regarding the details of resolutions by the
Board of Directors with respect to Article 416, Paragraph 1, Item 1, b and e of the Company Law and thesystem established under the resolutions (internal control system) and in accordance with audit policy andduties prescribed by the Audit Committee. In cooperation with the Internal Audit Department and otherinternal control related divisions of Ichigo, the Audit Committee has investigated the process and details ofdecision-making at important meetings, the details of principal-approved documents and other material
documents relating to the execution of business, the execution of duties by Statutory Executive Officers andemployees and reviewed Ichigo’s business and assets. With respect to subsidiaries, we have communicatedand exchanged information with Directors and auditors of subsidiaries and received business reports fromsubsidiaries as necessary.
In addition, we have supervised and verified that the Independent Auditor was independent and 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 toensure appropriate performance of duties (matters described in Article 131, each Item of the Company
Calculation Rules) has been established pursuant to laws and regulations including the Standards for Quality
Control of Audits (issued by Business Accounting Council on October 28, 2005) and that management
structures have been properly established within the audit firm.
By these methods, we have reviewed Ichigo’s own business report, financial statements (balance sheet,income statement, statement of changes in shareholders’ equity and notes) and their schedules, along with
Ichigo’s consolidated financial statements (including the consolidated balance sheet, consolidated income
statement, consolidated statement of changes in shareholders’ equity and consolidated notes).
2. Results of Audit
A. Audit Results of Business Report(1) We note that the business report and its schedules present Ichigo’s status correctly pursuant to all laws
and regulations and the Articles of Incorporation.
(2) We note that there has been no misconduct with respect to the execution of duties by Directors andStatutory Executive Officers, nor have we discovered any material facts which violate laws andregulations or the Articles of Incorporation.
(3) We note that the details of the resolution by the Board of Directors with respect to the internal control
system are reasonable. Also, there is nothing material to be pointed out with respect to the execution ofduties on the internal control system by Statutory Executive Officers.

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

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