Note: This document has been translated from the Japanese original for reference purpose only. In the event of any discrepancy between
this translated document and the Japanese original, the original shall prevail. Sun Frontier Fudosan Co., Ltd. assumes no responsibility
for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Stock Exchange Code 8934)
May 31, 2022
To Shareholders with Voting Rights:
Seiichi Saito
President and Representative Director
Sun Frontier Fudousan Co., Ltd.
2-2, Yurakucho 1-chome,
Chiyoda-ku, TokyoNOTICE OF
THE 23RD ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders,
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 23rd Annual General Meeting of Shareholders of Sun Frontier Fudosan Co., Ltd. (the “Company”) will beheld for purposes as described below.
In order to avoid the risk of infection with COVID-19, please consider refraining from attending the General Meeting of Shareholders
and exercise your voting rights in writing in advance.
Please review the Reference Documents for the Annual General Meeting of Shareholders below and indicate your vote for or against
the proposal by 6 p.m. on Monday, June 20, 2022 Japan time following the instructions on pages 4-5.

1.

Date and Time

Tuesday, June 21, 2022 at 2:30 p.m. Japan time
(The hall is scheduled to open at 1:30 pm.)2.

Location“Phoenix Hall” 2nd Floor of Pulp & Paper Building, 9-11, Ginza 3-chome, Chuo-ku, Tokyo(Please refer to the guide map at the end.)

Matters to bereported

Matters to beresolved

3.

Meeting Agenda

1. Business Report, Consolidated Financial Statements for the 23rd Fiscal Year
(April 1, 2021 to March 31, 2022) and results of audits of the Consolidated
Financial Statements by the Accounting Auditors and the Audit & Supervisory
Board
2. Non-consolidated Financial Statements for the Company’s 23rd Fiscal Year
(April 1, 2021 to March 31, 2022)
Proposal 1

Dividends of Surplus

Proposal 2

Partial Amendments to the Articles of Incorporation

Proposal 3

Election of Eight (8) Directors who are not Audit & Supervisory
Committee Members
Election of Three (3) Directors who are Audit & Supervisory
Committee Members
Election of One (1) Director who is a Substitute Audit &Supervisory Committee Member
Determination of remuneration amount of Directors who are not
Audit & Supervisory Committee Members
Determination of remuneration amount of Directors who are
Audit & Supervisory Committee Members
Determination of remuneration for granting of shares subject torestriction for Directors (excluding Outside Director) who are
not Audit & Supervisory Committee Members

Proposal 4
Proposal 5
Proposal 6
Proposal 7
Proposal 8―1―

■ Other Decisions Regarding the General Meeting of Shareholders• When you attend the meeting, you are kindly requested to present the enclosed Voting Rights Exercise Form at the reception.
• If voting rights are exercised by proxy, only 1 person per 1 shareholder who has voting rights may attend the General Meeting of
Shareholders as a proxy.
In this case, please submit a document certifying the authority of representation such as a power of attorney to the Company. (Nonshareholders such as proxy and accompanying persons are not allowed to attend the General Meeting of Shareholders.)• If you exercise your voting rights both on the Voting Rights Exercise Form and via the internet, the vote exercised via the internet
will be deemed valid.
• If you exercise your voting rights multiple times via the internet, the last vote exercised will be treated as valid.
• The Company has decided to cancel the souvenirs that were distributed at the Annual General Meeting of Shareholders. We
appreciate your understanding.
• After the General Meeting of Shareholders, the Company planned to hold a meeting with shareholders. However, due to the spreadof COVID-19, the meeting will be discontinued.
• Regarding Measures to Prevent COVID-19 Infection
(1)
(2)
(3)
(4)
(5)

(6)
(7)
(8)

Officers and operating staff attending the General Meeting of Shareholders will wear face masks.
Attendees will be asked to disinfect their hands with alcohol-based sanitizer at the reception.
Please make sure that all attendees wear a face mask to prevent infection.
Please note that attendees must undergo the temperature check on the day of the event, and if they are found to be in poor
physical condition, such as having a fever, we will refuse admission.
The General Meeting of Shareholders venue is scheduled to have more seats spaced to prevent infection, and the number ofseats will be less than usual.
Therefore, please note in advance that we may refuse admission if the seats are full.
In particular, those who are elderly, have underlying diseases, or are pregnant, please consider refraining from your attendance.
The proceedings of the General Meeting of Shareholders are scheduled to be conducted smoothly and efficiently in a shortertime than usual. We thank you in advance for your understanding and cooperation in this regard.
If the venue facilities cannot be used on the day due to unavoidable circumstances, the General Meeting of Shareholders may
be held at a different venue. In that case, we will let you know on our website and at the entrance of the venue on the day.

―2―

■ Information Posted on the Website• Any changes in the management of the Annual General Meeting of Shareholders, or updates to the Reference Documents, theBusiness Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements, etc. for the Annual General
Meeting of Shareholders will be posted on the Company's website at the following URL:https://www.sunfrt.co.jp.

• As the following information is posted on the Company’s website (https://www.sunfrt.co.jp) pursuant to the provisions of relevantlaws and regulations and Article 16 of the Articles of Incorporation of the Company, it is not included in this Notice of Convocation
or attached documents.

■ Business Report: “System for Ensuring Proper Business Operations and Overview of Operation Status”■ Consolidated Financial Statements: “Consolidated Statement of Changes in Equity” and “Notes toConsolidated Financial Statements”■ Non-Consolidated Financial Statements: “Non-Consolidated Statement of Changes in Equity” and“Notes to Non-Consolidated Financial Statements”

The Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit &Supervisory Board Members in preparing the Audit Report and the Consolidated Financial Statements and Non-consolidated
Financial Statements audited by the Accounting Auditor are posted on the Company's website.

■ Information on Preliminary Questions
To Shareholders who want to ask questions
You can ask questions in advance in one of the following ways:
Of the questions we received, those that we believe are of high interest to our shareholders will be covered in the General Meeting of
Shareholders.
Use the URL or QR code to access the exclusive question website and enter the “Question form”.

URL

https://q.srdb.jp/8934/

Deadline for accepting
questions:

QR codeThursday, June 16, 2022, 6:00 p.m.

● Please note that we will not be able to answer the questions you asked in advance individually.
● Questions that did not come up in the General Meeting of Shareholders will be used for future reference.
● Costs incurred in accessing the exclusive question website (internet connection fees, communication fees, etc.) shall be borne byshareholders.

―3―Exercise of Voting Rights
There are three ways to exercise your voting rights.
Please review the Reference Documents below and exercise your voting rights.

Recommendedof
1 Exercise
voting rights inwritingof voting
2 Exercise
rights via theinternet, etc.

Please indicate your approval or disapprovalof the proposals in the enclosed Voting Rights
Exercise Form and return it to us.

of voting
3 Exercise
rights by attendingon the day

Please review the information on page 5 of thisNotice, access the website for exercising
voting rights from a smartphone or acomputer, and enter your approval ordisapproval of the proposals.

When attending the meeting, please bring thisbooklet and submit the enclosed Voting Rights
Exercise Form at the reception desk.

Expiration date

Expiration date

Date and time

Monday, June 20, 2022
By 6:00 p.m.

Monday, June 20, 2022
By 6 p.m.

Tuesday, June 21, 2022
2:30 p.m.
* If you exercise your voting rights by proxy, you
may delegate them to one other shareholder
who holds voting rights of the Company
pursuant to the provisions of Article 18 of theCompany's Articles of Incorporation. However,
you need to submit a document certifying theauthority of representation.

―4―

―5―

Proposal 1

Dividends of Surplus

The Company proposes the year-end dividend for the 23rd fiscal year as follows, taking into consideration the business performancefor the fiscal year under review and future business development.
1. Type of dividend property: Cash
2. Allotment of dividends to shareholders and total amount:
23 yen per share of the Company’s common share, for total amount of 1,121,373,188 yen
3. Effective date of dividends of surplus:
June 22, 2022

Reference
Basic policy concerning profit sharing
The Company’s basic policy is to contribute to the interests ofshareholders in a comprehensive manner, taking into account(1) strive providing long-term and stable profit returns toshareholders, (2) securing investment that aggressively
challenge Office Building Business and Overseas Business for
future growth, and (3) strengthening financial stability.

―6―

Proposal 2

Partial Amendments to the Articles of Incorporation

1. Reason for the Proposal(1) The Company intends to make a transition to a company with an Audit & Supervisory Committee, and will newly establish
provisions concerning the Audit & Supervisory Committee and Audit & Supervisory Committee Member as well as delete
provisions concerning the Audit & Supervisory Board and the Audit & Supervisory Board Member to further strengthen audit
and supervisory functions in the Board of Directors, reinforce governance, enhance discussions on medium and long-term
management strategies in the Board of Directors, and delegate authority for swift decision-making and business execution.
Thereby enhance the fairness, transparency and efficiency of management.
(2) In order to facilitate the flexible implementation of capital and dividend policies, a new provision will be established to the effectthat dividends of surplus, etc. can also be implemented by the Board of Directors resolution. (Company's Articles of Incorporation
Article 36)(3) In line with the fact that the effective date of the electronic provision of documents of the General Meeting of Shareholders in
the proviso of Article 1 of the Supplementary Provisions of the Act for Partial Revision of The Companies Act of Japan (Act No.
70 of 2019) is set to be September 1, 2022, the Company has decided to implement electronic provision measures for the
information contained in the Reference Documents, etc. and has decided to limit the scope of matters to be stated in documents
to be delivered to shareholders who have made a request for delivery of documents.
In addition, since the current provisions regarding the Reference Documents’ internet disclosure and deemed provision are nolonger necessary, the Company intends to delete them and establish supplementary provisions regarding effective date, etc.
resulting from these changes. (Company's Articles of Incorporation Article 16 and Supplementary Provisions)(4) Moreover, necessary changes such as revision of wording associated with each of the above changes will be made.
2. Details of the Change
The details of the change are as follows.
Amendments to the Articles of Incorporation in this proposal shall take effect at the conclusion of this General Meeting of
Shareholders.

Current Article of Incorporation
Chapter 1 General Provisions
Articles 1 to 3 (Omitted)(Underlines indicate changes)
Proposed Change
Chapter 1 General Provisions
Articles 1 to 3 (Unchanged)(Organization)
Article 4 In addition to the General Meeting of Shareholders
and Directors, the Company will establish thefollowing organizations.
1. Board of Directors
2. Audit & Supervisory Board Member
3. Audit & Supervisory Board
4. Accounting Auditor(Organization)
Article 4 In addition to the General Meeting of Shareholders
and Directors, the Company will establish thefollowing organizations.
1. Board of Directors
2. Audit & Supervisory Committee(Deleted)
3. Accounting Auditor

Article 5 (Omitted)

Article 5 (Unchanged)

Chapter 2 Shares
Articles 6 to 10 (Omitted)

Chapter 2 Shares
Article 6 to 10 (Unchanged)(Administrator of Shareholder Registry)
Article 11 The Company shall have a shareholder registryadministrator.
2. The shareholder registry administrator andadministrative handling location is determined a by
the resolution of the Board of Directors and public
notice thereof shall be given.

(Administrator of Shareholder Registry)
Article 11 The Company shall have a shareholder registryadministrator.
2. The shareholder registry administrator andadministrative handling location is determined by
the resolution of the Board of Directors or by the
Director delegated by the resolution of the Board of
Directors and public notice thereof shall be given.

(Rules for Handling Shares)
Article 12 The exercise of rights, handling of shares and shareacquisition rights, and fees for the Company's
shareholders shall be governed by the laws and(Rules for Handling Shares)
Article 12 The exercise of rights, handling of shares and shareacquisition rights, and fees for the Company's
shareholders shall be governed by the laws andregulations, the Company's Articles of Incorporation―7―

regulations, the Company's Articles of Incorporationand the Share Handling Regulations established in
the Board of Directors.

―8―

and the Share Handling Regulations established in
the Board of Directors or by the Director delegatedby the resolution of the Board of Directors.

Proposed Change
Chapter 3 General Meeting of Shareholders
Articles 13 to 15 (Unchanged)

Current Article of Incorporation
Chapter 3 General Meeting of Shareholders
Articles 13 to 15 (Omitted)(Internet Disclosure and Deemed Provision by Reference
Documents)
Article 16 Upon the convocation of the General Meeting of
Shareholders, the Company may deem that it has
provided the shareholders with information
pertaining to matters to be stated or indicated in the
Reference Documents, Business Report, Nonconsolidated Financial Statements and Consolidated
Financial Statements (including financial audit
report related to the said Consolidated Financial
Statements as well as audit reports) by disclosing
such information via the internet in accordance withthe provisions of the applicable Ordinance of the
Ministry of Justice.

(Deleted)(New)(Electronic Provision Measures)
Article 16 Upon convocation of the General Meeting of
Shareholders, the Company shall provide theinformation contained in the Reference Documents
electronically.
2. The Company may elect not to include in the
documents to be delivered to the shareholders whorequest the delivery of the documents by the basedate of their voting rights all or part of the mattersspecified by the applicable Ordinance of the
Ministry of Justice among the matters for whichelectronic provision measures are to be taken.

Articles 17 to 19 (Omitted)

Articles 17 to 19 (Unchanged)―9―Current Article of Incorporation
Chapter 4 Director and Board of Directors(Number of Members)
Article 20 The number of Directors of the Company shall not
exceed ten (10).

Proposed Change
Chapter 4 Director and Board of Directors(Number of Members)
Article 20 The number of Directors who are not an Audit &Supervisory Committee Member of the Company
shall not exceed ten (10) and the number of
Directors who are an Audit & Supervisory
Committee Member shall not exceed four (4).

(Method of Appointment)
Article 21 Directors are selected by resolution in the General
Meeting of Shareholders.

(Method of Appointment)
Article 21 Directors are selected by resolution in the General
Meeting of Shareholders, distinguishing Directors
who are an Audit & Supervisory Committee
Member from other Directors.
2. The resolution to elect Directors shall be held by amajority of the voting rights of shareholders present
at the meeting where shareholders holding one thirdor more of the voting rights of shareholders entitled
to exercise their voting rights are present.
3. The resolution to elect Directors shall not be by
cumulative voting.

2. The resolution to elect Directors shall be held by amajority of the voting rights of shareholders present
at the meeting where shareholders holding one thirdor more of the voting rights of shareholders entitled
to exercise their voting rights are present.
3. The resolution to elect Directors shall not be by
cumulative voting.
(Term of Office)
Article 22 The term of office of a Director shall expire at theend of the Annual General Meeting of Shareholders
for the last business year ending within two years of
his/her appointment.
2. The term of office of a Director who is appointed
as an additional number or a substitute shall be until
the expiration of the term of office of the Director in
office.
(New)(Term of Office)
Article 22 The term of office of a Director who is not an Audit& Supervisory Committee Member shall expire at
the end of the Annual General Meeting of
Shareholders for the last business year ending within
one year after his / her appointment.
(Deleted)

(New)

(New)

―10―

2. The term of office of a Director who is an Audit& Supervisory Committee Member shall expire at
the end of the Annual General Meeting of
Shareholders for the last business year ending within
two years after his / her appointment.
3. The term of office of a Director who is an Audit& Supervisory Committee Member, who was
appointed as a substitute for a Director who was an
Audit & Supervisory Committee Member who
retired before the expiration of his term of office,shall be until the expiration of the term of office of
the Director who was an Audit & Supervisory
Committee Member who retired before theexpiration of his term of office.
4. The effective period of the resolution of theelection of a substitute Director who is an Audit &Supervisory Committee Member shall be until thecommencement of the Annual General Meeting of
Shareholders for the last business year ending within
two years after the resolution, unless shortened by
the said resolution.

Current Article of Incorporation(Representative Director and Directors with Special Titles)
Article 23 Representative Directors are selected by the
resolution of the Board of Directors.

2. Depending on the resolution of the Board of
Directors, a Chairman Representative Director anda President Representative Director, and a certain
number of Executive Vice Presidents, Senior
Managing Directors and Managing Directors can beselected.

Proposed Change(Representative Director and Directors with Special Titles)
Article 23 Representative Directors are selected from Directors
who are not Audit & Supervisory Committee
Members by the resolution of the Board of
Directors.
2. Depending on the resolution of the Board of
Directors, a Chairman Representative Director and a
President Representative Director, and a certain
number of Executive Vice Presidents, Senior
Managing Directors and Managing Directors can beselected from Directors who are not Audit &Supervisory Committee Members.

Article 24 (Omitted)

Article 24 (Unchanged)(Notice of Convocation of a Meeting of the Board of Directors)
Article 25 A notice of convocation of a meeting of the Board of
Directors shall be sent to each Director and each
Audit & Supervisory Board Member no later than
three days prior to the date of the meeting; provided,
however, that this period may be shortened in caseof emergency.
2. With the consent of all members of Director and
Audit & Supervisory Board Member, a meeting of
the Board of Directors may be held without the
convocation procedures.

(Notice of Convocation of a Meeting of the Board of Directors)
Article 25 A notice of convocation of a meeting of the Board of
Directors shall be sent to each Director no later than
three days prior to the date of the meeting; provided,
however, that this period may be shortened in caseof emergency.
2. With the consent of all Directors, a meeting of theBoard of Directors may be held without the
convocation procedures.
(Delegation of Decisions on Important Business Execution)
Article 26 Pursuant to the provisions of Article 399, Paragraph
13, Paragraph 6 of Companies Act of Japan, theCompany may delegate all or part of decisions onimportant business execution (excluding matterslisted in each item of Paragraph 5 of the same
Article) to a Director by the resolution of the Boardof Directors.

(New)

Articles 26 to 27 (Omitted)

Articles 27 to 28 (Unchanged)(Remuneration, etc.)
Article 28 The remuneration of Directors, bonus and the
proprietary benefits received from the Company ascompensation for the execution of duties (hereinafterreferred to as “remuneration, etc.”) shall be
determined by the resolution of the General Meetingof Shareholders.

(Remuneration, etc.)
Article 29 The remuneration of Directors, bonus and the
proprietary benefits received from the Company ascompensation for the execution of duties (hereinafterreferred to as “remuneration, etc.”) shall be
determined by the resolution of the General Meetingof Shareholders distinguishing Directors who are
Audit & Supervisory Committee Members and those
who are not.

Article 29 (Omitted)

Article 30 (Unchanged)―11―Current Article of Incorporation
Chapter 5 Audit & Supervisory Board Member and Audit &Supervisory Board(Number of Members)
Article 30 The Company shall have no more than four (4)Audit & Supervisory Board Member.

Proposed Change(Deleted)(Method of Appointment)
Article 31 Audit & Supervisory Board Member are selected byresolution in the General Meeting of Shareholders.
2. The resolution to elect Audit & Supervisory
Board Members shall be held by a majority of thevoting rights of shareholders present at the meeting
where shareholders holding one third or more of thevoting rights of shareholders entitled to exercise
their voting rights are present.

(Deleted)(Term of Office)
Article 32 The term of office of an Audit & Supervisory Board
Member shall expire at the end of the Annual
General Meeting of Shareholders for the lastbusiness year ending within four years of his/her
appointment.
2. The term of office of an Audit & Supervisory
Board Member, who was appointed as a substitutefor an Audit & Supervisory Board Member who
retired before the expiration of his term of office,shall be until the expiration of the term of office of
the Audit & Supervisory Board Member who retired
before the expiration of his term of office.

(Deleted)(Effect of Qualification for Substitute Audit & Supervisory
Board Member)
Article 33 The effective period of an Audit & Supervisory
Board Member pertaining to the election of a
substitute resolution pursuant to Article 329,
Paragraph 2 of Companies Act of Japan shall be
until the commencement of the General Meeting of
Shareholders pertaining to the last one of thebusiness years ending within four years after the
Annual General Meeting of Shareholders for which
the election was made.

(Deleted)(Full-time Audit & Supervisory Board Member)
Article 34 The Audit & Supervisory Board shall select full-time
Audit & Supervisory Board Members from the Audit& Supervisory Board Members.

(Deleted)―12―(Deleted)

Current Article of Incorporation(Notice of Convocation of a Meeting of the Audit & Supervisory
Board)
Article 35 A notice of convocation of a meeting of the Audit &Supervisory Board shall be sent to each Audit &Supervisory Board Member no later than three days
prior to the date of the meeting; provided, however,that this period may be shortened in case of
emergency.
2. With the consent of all Audit & Supervisory Board
Members, a meeting of the Board of Directors may beheld without the convocation procedures.

Proposed Change(Deleted)(Audit & Supervisory Board's Resolution Method)
Article 36 The resolution of Audit & Supervisory Board shallbe held by the majority of the Audit & Supervisory
Board Member, unless otherwise provided for inlaws and regulations(Deleted)(Remuneration, etc.)
Article 37 Remuneration, etc. in Audit & Supervisory Board
Member shall be determined by resolution in the
General Meeting of Shareholders.

(Deleted)(Audit & Supervisory Board Member's Exemption from
Liability)
Article 38 A Pursuant to the provisions of Article 426,
Paragraph 1 of Companies Act of Japan, theCompany may exempt Audit & Supervisory Board
Members (including those who were Audit &Supervisory Board Members) from the liability set
forth in Article 423, Paragraph 1 of the same Act tothe extent permitted by laws and regulations by the
resolution of Board of Directors.
2. The Company may enter into an agreement withan Outside Audit & Supervisory Board Member tothe effect that the liability under Article 423,
Paragraph 1 of the Companies Act of Japan of theOutside Audit & Supervisory Board Member shallbe borne within the limit of the total amount set
forth in the items of Article 425, Paragraph 1 of theAct.

(Deleted)(Audit & Supervisory Board Member Rules)
Article 39 Matters concerning Audit & Supervisory Board shallbe governed by the laws and regulations, theCompany's Articles of Incorporation Code, and the
Audit & Supervisory Board Code established in the
Audit & Supervisory Board.

(Deleted)―13―

Current Article of Incorporation
(New)
(New)

Proposed Change
Chapter 5 Audit & Supervisory Committee(Full-time Audit & Supervisory Committee Member)
Article 31 The Audit & Supervisory Committee can select afull-time Audit & Supervisory Committee Member
by resolution in the Audit & Supervisory
Committee.

(New)(Notice of Convocation of a Meeting of the Audit & Supervisory
Committee)
Article 32 A notice of convocation of a meeting of the Audit &Supervisory Committee shall be sent to each Audit& Supervisory Committee Member no later than
three days prior to the date of the meeting; provided,
however, that this period may be shortened in caseof emergency.
2. With the consent of all Audit & Supervisory
Committee Members, a meeting of the Audit &Supervisory Committee may be held without the
convocation procedures.

(New)(Audit & Supervisory Committee’s Resolution Method)
Article 33 The resolution of Audit & Supervisory Committee isheld by a majority of the Audit & Supervisory
Committee Member who are present and canparticipate in the vote.
2. An Audit & Supervisory Committee Member who
has a special interest in the resolution set forth in thepreceding paragraph may not participate in the vote.

(New)(Rules of the Audit & Supervisory Committee)
Article 34 Matters concerning the Audit & Supervisory
Committee shall be governed by laws and theCompany's Articles of Incorporation as well as
Audit & Supervisory Committee Rules establishedby the Audit & Supervisory Committee.

―14―Current Article of Incorporation
Chapter 6 Calculation
Article 40 (Omitted)

Proposed change
Chapter 6 Calculation
Article 35 (Unchanged)(New)(Decision-Making Body of Dividends of Surplus, etc.)
Article 36 The matters stipulated in each item of Article 459,
Paragraph 1 of dividends of surplus etc. of theCompanies Act of Japan may be stipulated by the
Board of Directors resolution, unless otherwise
stipulated in laws and regulations.

(Year-end Dividend)
Article 41 The Company may distribute dividends of surplus to
the shareholders or registered pledgees of shares
listed or recorded in the final register of shareholders
as of March 31 of each year.

(Base date of Dividends of Surplus)
Article 37 The base date for the year-end dividend of theCompany shall be March 31 every year.
2. The base date of the interim dividend of theCompany shall be September 30 every year.
3. In addition to the preceding two paragraphs, thebase date can be decided and dividends of surplus
may be distributed.

(Interim Dividend)
Article 42 The Company may distribute interim dividends as
set forth in Article 454, Paragraph 5 of Companies
Act of Japan to the shareholders or registeredpledgees of shares listed or recorded in the final
register of shareholders as of September 30 of eachyear by resolution of the Board of Directors.

(Deleted)

Article 43 (Omitted)

Article 38 (Unchanged)―15―

Current Article of Incorporation(New)

Proposed change
Supplementary Provisions(New)(Transitional Measures for Exemption from Liability of Audit& Supervisory Board Member prior to Transition to Audit &Supervisory Committee)
Article 1 Exemption from liability of Audit & Supervisory
Board Member (including those who were formerly
Audit & Supervisory Board Member) for acts set
forth in Article 423, Paragraph 1 of the Companies
Act of Japan prior to the conclusion of the 23rd
Annual General Meeting of Shareholders held in
June 2022 and liability limitation agreement
concluded with Audit & Supervisory Board Member
shall be subject to the provisions of Article 38 of theCompany's Articles of Incorporation prior to thechange by the resolution of the Annual General
Meeting of Shareholders.

(New)(Transitional Measures Concerning Electronic Provision
Measures by Reference Documents)
Article 2 The deletion of Article 16 of the Company's Articles
of Incorporation prior to the change (Internet
Disclosure and Deemed Provision of Reference
Documents) and the establishment of Article 16 of
the changed Company's Articles of Incorporation(Electronic Provision Measures, etc.) by the 23rd
Annual General Meeting of Shareholders resolution
held in June 2022 shall become effective from
September 1, 2022.
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 (Deemed Disclosure on theInternet and Deemed Provision by General Meetingof Shareholders) of the Company's Articles ofIncorporation prior to the change shall remain inforce in General Meeting of Shareholders held up to
the last day of February 2023.
3. Article 2 of the Supplementary Provisions isdeleted after March 1, 2023 or 3 months after thedate of the General Meeting of Shareholders referred
to in the preceding paragraph, whichever is later.

―16―

Election of Eight (8) Directors who are not Audit & Supervisory
Committee Members

Proposal 3

If Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as proposed, the Company will transition to a company
with an Audit & Supervisory Committee. The terms of office of all eight (8) Directors will expire at the conclusion of this general
meeting of shareholders. Accordingly, the election of eight (8) Directors who are not Audit & Supervisory Committee Member is
proposed.
The resolution relating to this proposal shall become effective subject to the effectuation of the Company's Articles of Incorporation
change in Proposal 2 “Partial Amendments to the Articles of Incorporation.”
The candidates for Directors who are not Audit & Supervisory Board Member are as follows.
Candidate
No.

Name

Current positions and responsibilities at
the Company

1

Tomoaki Horiguchi

Chairman Representative Director

2

Seiichi Saito

3

Izumi Nakamura

4

Yasushi Yamada

5

Mitsuhiro Ninomiya

6Kenji Honda

7

Kazutaka Okubo

Outside Director

8

Keiichi Asai-

President Executive Officer
President Representative Director
Vice President Executive Officer
Vice President Director
General Manager of Entrusted AssetManagement Division
Senior Managing Executive Officer
Senior Managing Director
General Manager of Business
Development Division
Director Executive Officer
General Manager of Administration
Division and General Affairs Division
Director Executive Officer
General Manager of AssetManagement Division

Candidate Attributes
Reappointment

Reappointment

Reappointment

Reappointment

Reappointment

Reappointment

Reappointment

OutsideIndependent

Newly
Appointed

OutsideIndependent(Note) 1. There are no special interests between each candidate and the Company.
2. Mr. Kazutaka Okubo and Mr. Keiichi Asai are candidates for Outside Directors.
3. The term of office of Mr. Kazutaka Okubo as Outside Director of the Company will be three years at the conclusion of this general meetingof shareholders.
4. The Company has entered into a liability limitation agreement with Mr. Kazutaka Okubo pursuant to the provisions of Article 427 Paragraph
1 of Companies Act of Japan and the provisions of the Company's Articles of Incorporation so that the he may fully perform his expectedrole as an Outside Director. The maximum amount of liability for damages under the agreement is the amount stipulated by laws andregulations. If he is elected as Director the Company plans to continue the agreement.
5. The Company has designated Mr. Kazutaka Okubo as an independent officer under the provisions of the Tokyo Stock Exchange, Inc. andhas notified the Tokyo Stock Exchange of the designation. If he is elected as Director the Company plans to make him an independent
officer.
6. The Company intends to conclude a liability limitation agreement with Mr. Keiichi Asai, if he is elected as Director, based on the provisionsof Article 427 Paragraph 1 of the Companies Act of Japan and the provisions of the Company's Articles of Incorporation so that the he may
fully perform his expected role as an Outside Director. The maximum amount of liability for damages under the agreement is the amountstipulated by laws and regulations.
7. If Mr. Keiichi Asai is elected as an Outside Director, the Company plans to designate him as an independent officer pursuant to theprovisions of the Tokyo Stock Exchange, Inc. and notify the Tokyo Stock Exchange.
8. The Company has entered into an Officers' Liability Insurance Contract with all of the Director as insured persons, and any damage that
may arise from the fact that the Director as insured person is responsible for the performance of his / her duties or from receiving a claim
for pursuing such responsibility will be compensated. If each candidate is reappointed to Director, he / she will become an insured person
under the policy and will be renewed with the same content during his / her term of office. The outline of the agreement is as stated on page
47 of the Business Report.

―17―

No.

1

Tomoaki Horiguchi((Born April 21, 1958)

Number of shares of the Company held
3,016,100 shares

Past experience, positions and responsibilities at the Company

Significant Concurrent Positions

March 1990

・ Representative Director of Sun
Frontier Hotel Management Inc.
・ Representative Director of Sun
Frontier Sado Co., Ltd.
・ Representative Director of Sun
Frontier Okinawa Co., Ltd.
・ Representative Director of Okesa
Kanko Taxi Co., Ltd.

Reappointment

Attendance atBoard ofDirectors
meetings

April 1999
April 2020

Sun Frontier Co., Ltd. (merged company)
President and Representative Director
Establishment of the Company President andRepresentative Director
Chairman and Representative Director of theCompany (present)

18 / 18(100.0%)■Reasons for selection as a candidate for Director
Mr. Tomoaki Horiguchi is the founder of the Company and has strong centripetal force as President and Representative
Director and abundant experience in corporate management and has led the growth of the Company for many years. On
April 1, 2020, he changed from the President of the Company to the Chairman and Representative Director of the Company.
As the Chairman and Representative Director he is making efforts to improve initiatives and long-term sustainable corporate
value by fostering human resources who will lead the next generation and further strengthening the management foundation.
The Company judges that his wealth of experience, achievements and high level of insight are indispensable for the
management of the Company and requests his continued election as Director.

No.

2

Seiichi Saito((Born June 9, 1960)

Past experience, positions and responsibilities at the Company

Number of shares of the Company held
64,800 shares
Significant Concurrent Positions

Reappointment

Attendance atBoard ofDirectors
meetings

17 / 18(94.4%)

September 2005 Joined the Company
・ Chairman of Tokyo Yoko RealNovember 2005 General Manager of Administration Division
Estate Co., Ltd.
of the Company
・ Representative Director of SF
June 2006
Director and General Manager ofEngineering Inc.
Administration Division of the Company
June 2008
Senior Managing Director and General
Manager of Administration Division of theCompany
June 2012
Executive Vice President, Vice President
Executive Officer and General Manager of
Administration Division of the Company
June 2014
Representative Executive Vice President, Vice
President Executive Officer and General
Manager of Administration Division of theCompany
April 2015
Representative Executive Vice President, Vice
President Executive Officer and General
Manager of Asset Management Division of theCompany
April 2020
President Representative Director andPresident Executive Officer (present)■ Reasons for selection as a candidate for Director
Mr. Seiichi Saito has a wealth of experience and achievements including the management of the Company as a President
Representative Director and President Executive Officer. In addition, in the Board of Directors, as Chairman, has managed
important management issues and enhanced the management supervisory functions in the Board of Directors. Even after
taking over the position of President from Mr. Tomoaki Horiguchi in 2020, he is making effort to fulfill his role in further
growth and development of the Company and connecting it to the future of the next generation. The Company has judgedthat he is suitable for realizing the Management Principle of the Company and increasing its corporate value and requests
his continued election as Director.

―18―

No.

3

Izumi Nakamura(Born March 16, 1952)

Past experience, positions and responsibilities at the Company

Number of shares of the Company held
50,900 shares
Significant Concurrent Positions

Reappointment

Attendance atBoard ofDirectors
meetings

18 / 18(100.0%)

September 2006 Joined the Company
・ Representative Director of SF
Head of Sales Administration Entrusted Asset
Building Support Inc.
Management Division
・ Representative Director of SF
June 2008
Director and General Manager of Entrusted
Building Maintenance Inc.
Asset Management Division of the Company
Representative Director of Sun
・June 2012Managing Director, Managing Executive
Officer and General Manager of Entrusted
Frontier Space Management Co.,
Asset Management Division of the Company
Ltd.
June 2016
Senior Managing Director, Senior Managing
Executive Officer and General Manager of
Entrusted Asset Management Division of theCompany
April 2020
Executive Vice President, Vice President
Executive Officer and General Manager of
Entrusted Asset Management Division of theCompany (present)■ Reasons for selection as a candidate for Director
Mr. Izumi Nakamura has led the management of Real Estate Service Business such as leasing, property management andrent guarantee with strong leadership as the Executive Vice President, Vice President Executive Officer and General
Manager of Entrusted Asset Management Division, and has made many achievements. In addition, he has assisted thePresident and making efforts to realize Management Principle and increase corporate value. The Company has determinedthat he is suitable for realizing the Company’s business strategy for growth and supervising business divisions due to his
wealth of business experience and knowledge regarding entrusted asset management, and proposes his continued election as
Director.

No.

4

Yasushi Yamada(Born December 23, 1965)

Number of shares of the Company held
13,300 shares

Past experience, positions and responsibilities at the Company
Reappointment

Attendance atBoard ofDirectors
meetings

18 / 18(100.0%)Significant Concurrent Positions
・ Representative Director of PT. SUN
August 2010 Joined the Company General Manager of
FRONTIER PROPERTY ONE
Corporate Planning Division
・ Representative Director of PT. SUN
June 2012
Executive Officer and General Manager of
FRONTIER INDONESIA
Corporate Planning Division of the Company
Chairman of Board of Directors of・
April 2015
Executive Officer and General Manager of
SUN FRONTIER VIETNAM CO.,Administration Division of the Company
LTD.
June 2015
Director, Executive Officer, General Manager
Chairman of Board of Directors of・of Administration Headquarters
SUN FRONTIER DANANG CO.,
June 2016
Managing Director, Managing Executive
LTD.
Officer and General Manager of Administration
Division of the Company
April 2020
Senior Managing Director, Senior Managing
Executive Officer and General Manager ofBusiness Promotion Division of the Company(present)■ Reasons for selection as a candidate for Director
Mr. Yasushi Yamada has led new business areas in Hotel Business, Overseas Business and M&A as the Senior Managing
Director, Senior Managing Executive Officer, and General Manager of Business Promotion Division, and has made efforts
for business growth through his diverse knowledge and leadership. The Company has judged that he is an appropriate person
to realize sustainable improvement of corporate value in response to changes in business environment and requests his
continued election as Director.

―19―

No.

5

Mitsuhiro Ninomiya(Born March 1, 1969)

Past experience, positions and responsibilities at the Company

Number of shares of the Company held
31,800 shares
Significant Concurrent Positions

Reappointment

Attendance atBoard ofDirectors
meetings

18 / 18(100.0%)

September 2003 Joined the Company in Leasing Business
None
Division
March 2006
General Manager of Property Management
Business Division of the Company
October 2010 General Manager of Human Resources
General Affairs Division of the Company
June 2014
Executive Officer of the Company (present)
April 2018
Deputy General Manager of Administration
Division and General Manager of Corporate
Planning Division of the Company
April 2019
Deputy General Manager of Administration
Division, General Manager of Corporate
Planning Division and General Manager ofInformation System Division of the Company
July 2019
Deputy General Manager of Administration
Division, General Manager of General Affairs
Division (present) and General Manager ofInformation System Division of the Company
April 2020
General Manager of Administration Divisionof the Company (present)
June 2020
Director of the Company (present)■ Reasons for selection as a candidate for Director
Mr. Mitsuhiro Ninomiya has led the Administration Division as the Director, Executive Officer, and General Manager of
Administration Division and worked to resolve management issues. Mr. Ninomiya has also contributed to the creation of acorporate culture by leading the development of human resources such as penetration and retention of Management Principle,
which is our most important asset. Based on his wealth of knowledge and business experience, the Company has judged that
he is an appropriate person who can support the development and growth of the Company's business from the perspectiveof management and contribute to the realization of sustainable enhancement of corporate value, and proposes his continued
election as Director.

No.

6Kenji Honda(Born March 5, 1967)

Past experience, positions and responsibilities at the Company

Number of shares of the Company held
4,100 shares
Significant Concurrent Positions

Reappointment

・Representative Director of
Joined the Company in Entrusted AssetManagement Division Corporate Sales Section Communication Development Inc.
October 2010 General Manager of Property Management
Business Division of the Company
June 2014
Executive Officer (present) and General
Manager of Property Management Business
Department of the Company
April 2018
Deputy General Manager of Entrusted AssetManagement Division and General Manager of
Property Management Business 1st Division of
the Company
April 2020
General Manager of Asset Management
Division of the Company (present)
June 2020
Director of the Company (present)
April 2006

Attendance atBoard ofDirectors
meetings

18 / 18(100.0%)■ Reasons for selection as a candidate for Director
Mr. Kenji Honda has led the core businesses of the Company, such as Real Estate Revitalization Business and specified joint
real estate ventures, and has contributed to the growth of the Company's business division as Director, Executive Officer,
and General Manager of Asset Management Division. Accordingly, the Company has judged that he is an appropriate person
who can contribute to the development and growth of the Company's business and the realization of sustainable enhancementof corporate value by utilizing his wealth of knowledge and business experience, and requests his continued election as
Director.

―20―

No.

7

Reappointment

OutsideIndependent

Attendance atBoard ofDirectors
meetings

18 / 18(100.0%)Kazutaka Okubo(Born March 22, 1973)

Number of shares of the Company held
2,000 shares

Past experience, positions and responsibilities at the Company Significant Concurrent Positions
November 1995 Joined Century Audit Corporation (currently
・ President Representative Director ofErnst & Young ShinNihon LLC)
Okubo Associates Co.
April 1999
Registered as Certified Public Accountant
・ Outside Audit & Supervisory Board
June 2006
Partner of ShinNihon Audit Corporation
Member of SEGA SAMMY(currently Ernst & Young ShinNihon LLC)
HOLDINGS Inc.
July 2012
Senior Partner of ShinNihon LLC (currently
・ Outside Director of LIFULL Co.,
Ernst & Young ShinNihon LLC)
February 2016 Senior Managing Director and General
Ltd.
Manager of ERM of the same audit
・・ Outside Director of SALA Corp.
corporation
・ Outside Director of The Shoko
June 2019
President and Representative Director of
Chukin Bank, Ltd.
Okubo Associates Co., Ltd. (present)・ Outside Director of Musashi
June 2019
Director of the Company (present)
Seimitsu Industry Co., Ltd.
June 2019
Outside Audit & Supervisory Board Member
・ President Representative Director ofof SEGA SAMMY HOLDINGS INC.
SS Dnaform Co., Ltd.
(present)・ Outside Director of BrainPad Inc.
December 2019 Outside Director of LIFULL Co., Ltd.
(present)
Outside Director of SALA Corp. (present)
Outside Director of The Shoko Chukin Bank,
Ltd. (present)
June 2020
Outside Director of Musashi Seimitsu
Industry Co., Ltd. (present)
November 2020 President Representative Director of SS
Dnaform Co., Ltd. (present)
September 2021 Outside Director of BrainPad Inc. (present)
February 2020
June 2020■ Reasons for selecting him as a candidate for Outside Director and an outline of his expected role
Mr. Kazutaka Okubo has not only audit experience at major audit corporations, but also served as a member of various
experts at government offices and as an organizer of economic organizations. He has also been managing companies andhas abundant knowledge and experience in a wide range of fields including corporate compliance and CSR. The Company
requests his continued election as an Outside Director in order to receive valuable opinions and suggestions regarding theCompany's management based on his extensive knowledge and to supervise the Company's management for the sustainableimprovement of corporate value.

No.

Newly
Appointed

OutsideIndependent

8

Keiichi Asai

(Born September 29, 1954)

Number of shares of the Company held
0 shares

Past experience, positions and responsibilities at the Company Significant Concurrent Positions
April 1978
Joined Mitsubishi Corporation
April 2009
Executive Officer, CEO of the Energy
・ Outside Director of Cosmo Energy
Business Group, and Office Chief of the same
Holdings Co., Ltd.
company
April 2013
Vice President Director of Lithium Energy
Japan Co., Ltd.
September 2014 President Representative Director of KH
Neochem Co., Ltd.
April 2019
Retired from the same company
June 2021
Outside Director of Cosmo Energy Holdings
Co., Ltd. (present)■ Reasons for selecting him as a candidate for Outside Director and an outline of his expected role
After joining Mitsubishi Corporation, Mr. Keiichi Asai has worked in various divisions of the oil business, including oil
sales, supply and demand, and refining. He has been involved in international business in the energy sector for the most part,with assignments in the United States and India. Appointed Vice President Director of Lithium Energy Japan Co., Ltd. in2013 and President Representative Director of KH Neochem Co.,Ltd. in 2014, engaged in corporate management in general,and has abundant knowledge and experience. From his wealth of knowledge and experience, the Company has determinedthat he can be expected to supervise the Company's management and appropriately perform his duties, and proposes that heis elected as Outside Director.

―21―

Election of Three (3) Directors who are Audit & Supervisory
Committee Members

Proposal 4

If Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as proposed, the Company will transition to a company
with an Audit & Supervisory Committee.
Accordingly, the election of three (3) Directors who are Audit & Supervisory Committee Members, is proposed. This proposal has also
been approved by Audit & Supervisory Board.
Moreover, resolution relating to this proposal shall become effective subject to the effectuation of the Company's Articles ofIncorporation change in Proposal 2 “Partial Amendments to the Articles of Incorporation.”
The candidate for Directors who are Audit & Supervisory Committee Members is as follows.
CandidateNo.

Current positions and responsibilities
at the Company

Name

Candidate Attributes

1

Shinichi Tominaga

General Manager Corporate Planning
Division

Appointed

2

Hidetaka Tanaka

Outside Audit & Supervisory Board
Member

Appointed

3

Tsuneko Murata

-

Newly

Newly

Newly
Appointed

OutsideIndependent

OutsideIndependent(Note) 1. There are no special interests between the Company and each candidate for Director who are Audit & Supervisory Committee Member.
2. Mr. Hidetaka Tanaka and Ms. Tsuneko Murata are candidates for Outside Director who are Audit & Supervisory Committee Member.
3. Mr. Hidetaka Tanaka is currently an outside Audit & Supervisory Board Member of the Company, and his term of office as an outside
Audit & Supervisory Board Member will be three years at the conclusion of this general meeting of shareholders.
4. The Company has entered into a liability limitation agreement with Mr. Hidetaka Tanaka pursuant to the provisions of Article 427 Paragraph
1 of Companies Act of Japan and the provisions of the Company's Articles of Incorporation so that he may fully perform his expected roleas an Outside Audit & Supervisory Committee Member. The maximum amount of liability for damages under the agreement is the amountstipulated by laws and regulations. If he is elected as Director the Company plans to continue the agreement.
5. The Company has designated Mr. Hidetaka Tanaka as an independent officer under the provisions of the Tokyo Stock Exchange, Inc. andhas notified the Tokyo Stock Exchange of the designation. If he is elected as Director the Company plans to continue his designation as anindependent officer.
6. The Company intends to conclude a liability limitation agreement with Ms. Tsuneko Murata pursuant to the provisions of Article 427
Paragraph 1 of Companies Act of Japan and the provisions of the Company's Articles of Incorporation so that the she may fully perform
her expected role as an Outside Director. The maximum amount of liability for damages under the agreement is the amount stipulated bylaws and regulations.
7. In the event that Ms. Tsuneko Murata is elected as an Outside Director who is an Audit & Supervisory Committee Member, the Company
plans to designate her as an independent officer pursuant to the provisions of the Tokyo Stock Exchange, Inc. and notify the Tokyo Stock
Exchange thereof.
8. The Company has entered into an Officers' Liability Insurance Contract with all of the Director as insured persons, and any damage that
may arise from the fact that the Director as insured person is responsible for the performance of his / her duties or from receiving a claim
for pursuing such responsibility will be compensated. If each candidate is appointed to Director, he / she will become an insured person
under the policy and will be renewed with the same content during his / her term of office. The outline of the agreement is as stated on page
47 of the Business Report.

―22―

No.

1

Shinichi Tominaga(Born June 13, 1957)

Number of shares of the Company held
532 shares
Significant Concurrent Positions

Newly
Appointed

Past experience, positions and responsibilities at the Company

・None
Joined The Sumitomo Bank, Ltd. (currently
Sumitomo Mitsui Banking Corporation)
September 2007 Compliance Manager of Kenedix Advisors Inc.
March 2009Manager of Finance & Accounting Department
of Kenedix, Inc.
September 2010 General Manager of Operations of Kenedix,
Inc.
July 2017
Joined the Company as Deputy General
Manager of Administration Division
April 2018
General Manager in charge of Corporate
Governance, etc. of the Company
April 2019
General Manager in charge of Accounting
Division of the Company
July 2020
General Manager of Corporate Planning
Division of the Company (present)
April 1981

■ Reasons for selection as a candidate for Director
Mr. Shinichi Tominaga has knowledge in the financial and real estate industries and had abundant experience in complianceand risk management. In addition, he has served in positions such as Manager in charge of governance and Manager incharge of Accounting, Administration Division of the Company, and is well versed in the Company's business processes.
Based on his wealth of knowledge and experience, the Company has determined that he can be expected to strengthen thegovernance of the Company and appropriately perform his duties, and proposes his election as Director.

No.

2

Newly
Appointed
OutsideIndependent

Tanaka Hidetaka

Significant Concurrent Positions

April 1975
May 1996

・ Auditor of NPO JAPANPLATFORM
・ Executive Director of Japan Credit
Rating Association

June 1999
May 2000March 2004

(100.0%)March 2006
Attendance atBoard ofDirectors
meetings

18 / 18(100.0%)

Number of shares of the Company held
0 shares

Past experience, positions and responsibilities at the Company

Attendance at
Audit &March 2002
Supervisory
Board meetings

14/ 14(Born January 25, 1953)

March 2008
March 2013
March 2016
June 2019

Joined The Industrial Bank of Japan, Ltd.
Deputy General Manager of the Singapore
Branch of the same bank and President and CEOof IBJ Singapore
Chief of International Finance of the same bank
General Manager of International Finance of thesame bankJoined Rating & Investment Information, Inc. as
Deputy General Manager of Rating Division andManager of Structured Finance
General Manager of Structured Finance Divisionof the same company
Director and General Manager of Structured
Finance Division of the same company andPresident Representative Director of Institute of
Financial Engineering
Managing Executive Officer of the same
company
Senior Managing Executive Officer of the same
company
Director and Senior Managing Executive Officerof the same company
Audit & Supervisory Board Member of theCompany (present)―23―

■ Reasons for selecting him as a candidate for Outside Director and an outline of his expected role
Mr. Hidetaka Tanaka is qualified as a Certified Public Accountant of the United States and has a wealth of experience as acorporate manager and has business experience overseas. He has a wide range of knowledge including a thorough knowledgeof the financial industry and the field of sustainability. Based on his wealth of experience and knowledge, etc., the Company
proposes his election as Outside Director so that he can audit and supervise the Company from an objective standpoint withregard to the overall management of the Company, including the promotion of sustainability.

No.

Newly
Appointed

3

Tsuneko Murata(Born September 27, 1958)

Past experience, positions and responsibilities at the Company

Number of shares of the Company held
0 sharesSignificant Concurrent Positions

・ Japan Finance Corporation
Joined Matsushita Electric Industrial Co., Ltd.
Outside Audit & Supervisory(currently Panasonic Corporation)
Board Member
May 2003
Manager of Legal Affairs of Panasonic System
・ Milbon Outside Director Co., Ltd.
Solutions Company of the same company
・ Kakuyasu Group Co., Ltd
April 2007
Director of Home Appliance Company andManager of Legal and CSR Division of theOutside Director
same company
June 2008
Director of Matsushita Facility Network Service
Co., Ltd. (currently Panasonic Appliance Safety
Service Co., Ltd.)
February 2010 Officer of Lifelong Learning Policy Bureau,
Ministry of Education, Culture, Sports, Scienceand Technology
July 2013
Director of Legal Division Special Mission
Section of Panasonic Corporation
January 2014 Director of Japan Pension Service
January 2016 Auditor of the same service
June 2018
Outside Audit & Supervisory Board Member ofJapan Finance Corporation (present)
June 2018
Outside Director Audit & Supervisory
Committee Member of ADVANTEST
CORPORATION
June 2019
Outside Director Audit & Supervisory
Committee Member of Fujikura Ltd.
March 2021
Outside Director of Milbon Co., Ltd. (present)
June 2021
Outside Director of Kakuyasu Group Co., Ltd.
(present)
April 1982

OutsideIndependent■ Reasons for selecting her as a candidate for Outside Director and an outline of her expected role
Ms. Tsuneko Murata has experience as a manager of the legal division of the Panasonic Group and as a board member andauditor of the Japan Pension Service, as well as a career in Outside Officer at a listed company. She has a wealth ofknowledge related to legal affairs, management and audit. In addition, she has a wide range of knowledge in promoting theactive participation of women. Based on this insight, the Company expects that she will make active proposals forstrengthening corporate governance, deliberating important management matters in the Board of Directors, monitoring
management, and promoting sustainability, and proposes her election as Outside Director.

―24―

(Reference)(Planned) Management System after Proposals No. 3 and No..4 are approved.
Main expertise and experience we expect from Directors who are not an Audit & Supervisory Committee Member are as follows.
Expected expertise and experience (skill matrix)* Up to 4 main items are listed.
Candidate
Name
Legal/Compli HR/Labor/
numberCorporate
Accounting/
CSR/ ESG/
Real estateance/Risk
HR
IT/Digital
M&A
Overseasmanagement

Finance1

Tomoaki Horiguchi

●

●

2

Seiichi Saito

●

●

●

3

Izumi Nakamura

●

●

●

4

Yasushi Yamada

●

●

5

Mitsuhiro Ninomiya

6Kenji Honda

7

Kazutaka Okubo

8

Keiichi Asai

Sustainability

Management Development

●

●
●
●

●
●

●

●

●

●

●

●

●
●

●

●

●

●

Main expertise and experience we expect from Directors who are an Audit & Supervisory Committee Member are as follows.
Expected expertise and experience (skill matrix)* Up to 4 main items are listed.
Candidate
Name
Legal/Compli HR/Labor/
numberCorporate
Accounting/
CSR/ ESG/
Real estateance/Risk
HR
IT/Digital
M&A
Overseasmanagement

1

Shinichi Tominaga

2

Hidetaka Tanaka

3

Tsuneko Murata

Finance●●●

Management Development

●

●

●
●

―25―

Sustainability

●

●
●

●

Proposal 5

Election of One (1) Director who is a Substitute Audit & Supervisory
Committee Member

If Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as proposed, the Company willtransition to a company with an Audit & Supervisory Committee. Accordingly, in preparation for the event that the
number of Director, who is an Audit & Supervisory Committee Member, falls short of the number prescribed bylaws and regulations, the election of one (1) substitute Director who is an Audit & Supervisory Committee Member
is proposed.
The candidate for a substitute Director who is an Audit & Supervisory Committee Member is as follows, and theconsent of Audit & Supervisory Board has been obtained for this proposal.
The resolution relating to this proposal shall become effective subject to the effectuation of the Company's Articles
of Incorporation change in Proposal 2 “Partial Amendments to the Articles of Incorporation.”

Candidate

Fumio Tsuchiya(Born July 26, 1952)

Past experience, positions and responsibilities at the Company
April 1985
April 1989

Registered as an attorney (The Second Tokyo
Bar Association)
Established Tsuchiya Law Office as theRepresentative (present)

Number of shares of the Company held
0 sharesSignificant Concurrent Positions
・ Representative of Tsuchiya Law
Office■ Reasons for selecting him as a candidate for Outside Director and an outline of his expected role
Mr. Fumio Tsuchiya is qualified as an attorney-at-law and has abundant experience and deep insight as an expert in corporate
legal affairs. The Company proposes that he is elected as a substitute Outside Director so that he can utilize his insights
gained through his experience and audit and supervise the Company's management from an objective standpoint.

(Note) 1. The Company has entered into a corporate lawyer agreement with Mr. Fumio Tsuchiya.
2. The Company intends to conclude a liability limitation agreement with Mr. Fumio Tsuchiya pursuant to the provisions of Article
427 Paragraph 1 of Companies Act of Japan and the provisions of the Company's Articles of Incorporation so that he may fully
perform his expected role as Outside Director. The maximum amount of liability for damages under the agreement is the amountstipulated by laws and regulations.
3. If he is appointed as Outside Director, the Company plans to designate him as an independent officer under the provisions of theTokyo Stock Exchange, Inc. and notify the Tokyo Stock Exchange to that effect.
4. Although he has never been involved in the management of a company (including foreign companies) in the past, the Company
has determined that he will be able to perform his duties appropriately based on his legal knowledge accumulated over many
years as an attorney at law. Therefore, the Company proposes that he be elected as a substitute Outside Director who is an Audit& Supervisory Committee Member.
5. The Company has entered into an Officers' Liability Insurance Contract with all of the Director as insured persons, and any
damage that may arise from the fact that the Director as insured person is responsible for the performance of his / her duties orfrom receiving a claim for pursuing such responsibility will be compensated. If Mr. Fumio Tsuchiya is appointed to Outside
Director who is an Audit & Supervisory Committee Member, he will become an insured person under the policy. The outline of
the agreement is as stated on page 47 of the Business Report.

―26―

Proposal 6

Determination of remuneration, etc. of Directors who are not Audit& Supervisory Committee Members

At the 18th Annual General Meeting of Shareholders held on June 23, 2017, the current limit of the total amount of
remuneration, etc. (fixed remuneration and performance-linked remuneration) by cash to Directors is within 360
million yen per year (of which within 36 million yen is for Outside Directors). However, it does not include salaries
for employees of Director who also serve as employees. However, if Proposal No. 2 “Partial Amendments to
Articles of Incorporation” is approved as proposed, the Company will make a transition to a company with an Audit& Supervisory Committee. Accordingly, the Company proposes to abolish the regulation regarding the limit of thetotal amount of remuneration, etc. of Directors and propose the amount of remuneration, etc. of Directors who are
not Audit & Supervisory Committee Member as stated in this proposal.
Therefore, in consideration of various circumstances such as the amount of remuneration, etc. of Directors to date
and the economic situation, etc., the total amount of remuneration, etc. for Directors who are not Audit &Supervisory Board Member shall be no more than 360 million yen per year (of which within 36 million yen is for
Outside Director. However, it does not include salaries for Director who also serve as employees.)
The current number of members in Board of Directors is eight (including two Outside Directors). If Proposal No. 2“Partial Amendments to the Articles of Incorporation” and Proposal No. 3 “Election of Eight (8) Directors who are
not Audit & Supervisory Committee Members” are approved as originally proposed, the number of members in
Directors who are not Audit & Supervisory Board Member will be eight (including two in Outside Director).
At the meeting held in Board of Directors on February 16, 2021, the Company established a policy for determining
the content of individual remuneration in Directors. This policy is described on pages 47 to 48 of the Business
Report. However, even after the transition to an Audit & Supervisory Board Committee, the Company plans toestablish a similar policy for remuneration by cash at Board of Directors. This proposal takes into account various
circumstances such as the amount of remuneration, etc. in Director and the economic situation at the Company up
to now, and is also in line with the above decision policy, and the Company has determined that this proposal isappropriate.
The resolution relating to this proposal shall become effective subject to the effectuation of the Company's Articles
of Incorporation change in Proposal 2 “Partial Amendments to the Articles of Incorporation.”(Note) Remuneration refers to Director remuneration, as defined in the Companies Act of Japan, as well as the
proprietary benefits received from the Company as a reward for execution of duties, such as a bonus.

Proposal 7

Determination of remuneration amount of Directors who are Audit &Supervisory Committee Members

If Proposal 2 “Partial Amendments to the Articles of Incorporation“ is approved as proposed, the Company willtransition to a company with an Audit & Supervisory Committee. Accordingly, the Company proposes that the
remuneration amount for Directors who are Audit & Supervisory Committee Members, be no more than 36 million
yen per year, which is the same amount as the remuneration amount for Audit & Supervisory Board Member
approved at the 7th Annual General Meeting of Shareholders meeting held on June 22, 2006.
This proposal has been decided based on the advice of the Nomination and Remuneration Committee andcomprehensively taking into account the Company's business size, the officers remuneration system and its payment
level, the current number of officers, and future trends, etc., and the Company has determined that this proposal isappropriate.
If Proposal No. 2 “Partial Amendments to the Articles of Incorporation“ and Proposal No. 4 “Election of Three (3)Directors who are Audit & Supervisory Committee Members“ are approved as originally proposed, the number ofcandidates for Directors who are Audit & Supervisory Committee Members for this Proposal will be three (3)candidates (including two (2) candidates for Outside Director).
Moreover, the resolution relating to this proposal shall become effective subject to the effectuation of the Company's
Articles of Incorporation change in Proposal 2 “Partial Amendments to the Articles of Incorporation.”―27―

Proposal 8

Determination of remuneration for granting of shares subject torestriction for Directors (excluding Outside Director) who are not
Audit & Supervisory Committee Members

At the 17th Annual General Meeting of Shareholders held on June 23, 2017, the amount of the Company's
remuneration of Directors, shall be no more than 360 million yen per year (including no more than 36 million yen
for Outside Directors) (however, this does not include employee salaries for Directors concurrently serving as
employees). At the 22nd Annual General Meeting of Shareholders meeting held on June 22, 2021, it was approvedthat share acquisition rights as stock remuneration type stock options to be exercised upon retirement be allocatedto Directors (excluding Outside Director) within the range of 36 million yen per year.
If Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as proposed, the Company willtransition to a company with an Audit & Supervisory Committee.
For the purpose of providing an incentive to Directors who are not Audit & Supervisory Committee Members of
the Company (hereinafter referred to as the “Target Director” excluding Outside Director) to continuously increase
the corporate value of the Company and promoting further sharing of value with shareholders, the Company requests
approval for the provision of a new remuneration for the grant of Restricted Shares or the grant of Restricted Sharesas a remuneration, etc. to the Target Director separately from the remuneration, etc. frame pertaining to Proposal 6“Determination of remuneration amount of Directors who are not Audit & Supervisory Committee Members.”
The grant of Restricted Shares based on this proposal shall be made based on resolution of the Board of Directors
by any of the following methods.
(i) Issuance or disposition of the Company’s common shares as a remuneration, etc. of the Target Director
without requiring payment in cash or delivery of properties contributed in kind.
(ii) Issuance or disposition of the Company's Director by issuing cash remuneration claims as remuneration, etc.
to the Target Director and delivering all of the relevant cash remuneration bond rights as properties contributedin kind to the target common shares (hereinafter referred to as “in-kind contribution”).
The total number of the Company's Director to be issued or disposed of to the target common shares based on this
proposal shall be no more than 50,000 shares per year, and the total amount of such remuneration shall be no morethan 36 million yen per year as an amount considered to be reasonable based on the above purpose. However, thetotal number of issued shares of the Company may be reduced by consolidation of shares or stock split (including
allotment of shares without contribution). In such case, the above maximum number of shares shall be adjusted inaccordance with such ratio.
The amount to be paid in per share in the case of delivery of in-kind contribution shall be determined by the Boardof Directors based on the closing price of the Company's common shares on the Tokyo Stock Exchange on thebusiness day preceding the day of each Board of Directors resolution (or the closing price on the immediately
preceding trading day if there is no transaction on the same day) within a range not particularly advantageous toTarget Director.
The specific timing of the payment and the allocation to each applicable Director will be determined at theNomination and Remuneration Committee after deliberation by the Board of Directors, respecting the opinions of
the Committee.
If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” and Proposal No. 3 “Election of Eight (8)Directors who are not Audit & Supervisory Committee Members” are approved as originally proposed, there will
be six (6) Target Directors.
In addition, with regard to the granting of Restricted Shares based on this proposal, the Company and the Director
will enter into an agreement for the allotment of Restricted Shares (hereinafter referred to as the “Allotment
Agreement”), which will include the following details.
―28―

(1) The Target Director shall not transfer, create a security interest on, or otherwise dispose of the common sharesof the Company allotted under the Allotment Agreement (hereinafter referred to as the “Allotted Shares”) during
the period from the date of delivery of the Allotted Shares to the date on which the Target Director retires orretires from the position of the Director of the Company or any other position specified by the Board of Directorsof the Company (provided, however, that if the Target Director retires or retires within three months after theend of the business year to which the date of delivery of the Allotted Shares belongs and the date specified
separately by the Board of Directors of the Company within six months after the end of the business year, suchdate shall apply. Hereinafter referred to as “Transfer Restrictions”.)(2) In the event that the Target Director retires or retires from the position stipulated in (1) above before theexpiration of the period specified by the Company's Board of Directors (hereinafter referred to as the “Service
Provision Period”), the Company shall automatically acquire the Allotted Shares free of charge, unless there isa reason deemed valid by the Company's Board of Directors.
(3) The Company shall lift the Transfer Restrictions on all of the Allotted Shares upon the expiration of the Transfer
Restriction period, on the condition that the Target Director has held the position set forth in (1) above
continuously during the service provision period. However, if the Target Director retires or retires from theposition stipulated in (1) above before the expiration of the service provision period for reasons deemed valid
by the Company's Board of Directors stipulated in (2) above, the number of the Allotted Shares for which thetransfer restrictions are to be lifted shall be reasonably adjusted as necessary.
(4) The Company shall automatically acquire without contribution the Allotted Shares for which the Transfer
Restrictions have not been lifted pursuant to the provisions of (3) above at the time of expiration of the Transfer
Restriction period.
(5) The Company shall automatically acquire the Allotted Shares free of charge if, during the Transfer Restriction
period, the Target Director violates laws and regulations, internal rules, or the Allotment Agreement, or falls
under any other reason specified by the Company's Board of Directors as a reason why it is appropriate toacquire the Allotted Shares free of charge.
(6) Notwithstanding the provisions of (1) above, if, during the Transfer Restriction period, a merger agreement
under which the Company will be dissolved, a share exchange agreement or share transfer plan under which theCompany will become a wholly-owned subsidiary, or any other matters related to reorganization, etc. areapproved by the General Meeting of Shareholders of the Company (or by the General Meeting of Shareholdersof the Company if approval by the Board of Directors of the Company is not required for such reorganization,etc.), the Company shall lift the Transfer Restriction for the number of Allotted Shares reasonably determinedby the resolution of the Board of Directors of the Company prior to the effective date of such reorganization,etc.
(7) In the case prescribed in (6) above, the Company shall automatically acquire without contribution the Allotted
Shares for which the Transfer Restrictions have not been lifted at the time immediately after the lifting of theTransfer Restrictions pursuant to the provisions of (6) above.
This Proposal provides incentives for the Target Director to continuously increase the corporate value of theCompany, and aims to further share value with shareholders. For this purpose, the Company will grant the Target
Director Restricted Shares as remuneration, etc., or provide remuneration for the grant of Restricted Shares.
In the Board of Directors after the transition to a company with an Audit & Supervisory Committee, the Company
plans to establish a policy regarding decisions on individual remuneration of Directors (excluding Directors who
are Audit & Supervisory Board Members). However, the granting of Restricted Shares based on this proposal isnecessary and reasonable in line with the policy and granting of Restricted Shares is intended to be an individual
remuneration. In addition, the maximum number of shares to be issued or disposed per year based on this proposal
accounts for approximately 0.1% of the total number of issued shares (as of May 13, 2022), and the dilution ratio isimmaterial.
Accordingly, the Company judges that the content of this proposal is substantial.
Moreover, the resolution relating to this proposal shall become effective subject to the effectuation of the Company's―29―

Articles of Incorporation change in Proposal 2 “Partial Amendments to the Articles of Incorporation.” In addition,
after the effective date, the stock option system for Directors will be abolished except for those already granted, andno new issuance of share acquisition rights as stock options for Directors will be made in the future.
(Reference)
The Company will also grant restricted shares to its Executive Officer and certain employees.

―30―

1. Status of the Corporate Group(1) Progress and Results of Operations
Although the Japanese economy showed signs of recovery after the state of emergency was lifted at the end of September 2021,
the number of people infected with COVID-19 expanded toward the end of the current consolidated fiscal year due to the impactof the COVID-19 variant. As a result, the business environment surrounding corporate earnings continued to be severe,
particularly in the accommodation and tourism industries. In the global economy, while the impact of this new variant continues,
the rise in raw material prices due to the invasion of Ukraine by Russia and other factors has spurred a rise in consumer prices.
Consequently, there has been increasing contraction and tightening of monetary easing in various countries. It is necessary to
pay attention to fluctuations in financial and capital markets going forward.
Even though the deterioration in the average vacancy rate in the Tokyo business district (5 Wards of the Central Tokyo: Chiyoda,
Chuo, Minato, Shinjuku, and Shibuya), where the Company operates Office Building Business, seems to have bottomed out in
December 2021, it has been fluctuating since January (according to a survey by a private research institution). In addition, theaverage rent was 20,366 yen (unit price per tsubo), falling for the 20th consecutive month (total 2,648 yen / approximately
11.5%). The overall office market remained weak. In the real estate investment market, although institutional investors’ demandremains strong, the outlook remains unpredictable due to the global monetary tightening phase.
Under these business environments the Company is steadily expanding its business based on the medium-term management planannounced in May 2021. During the consolidated fiscal year under review, even in the pandemic of COVID-19, the Company’s
core business, Real Estate Revitalization Business, is resulting in steady sales of real estate due to the progression ofcommercialization with high-margin and high-quality. Moreover, business performance expanded steadily in the Real Estate
Service Business. On the other hand, in Hotel Operation Business, losses were recorded in the current consolidated fiscal year
due to the impact of the declaration of a state of emergency and start-up expenses of newly opened hotels.
As a result, net sales amounted to 71,251 million yen (up 19.5% YoY), operating profit amounted to 12,127 million yen (up53.3% YoY), ordinary profit amounted to 12,215 million yen (up 62.3% YoY), and profit attributable to owners of parent
amounted to 7,415 million yen (up 73.5% YoY).
Net sales by business segment for the fiscal year ended March 31,2022 (reference)
Business segment
Real Estate Revitalization Business
Real Estate Service Business
Hotel and Tourism Business
Other
Adjustment amountTotal

Net Sales for this fiscal year
(million yen)
55,958
7,154
6,911
1,695
(467)
71,251Year-on-year (%)
54.2
15.7
(48.5)(59.8)
19.5

Note. “Adjustment amount” is an elimination of intersegment transactions.

(2) Capital Expenditures
The Company’s capital investment in the fiscal year ended March 31, 2022 was 8,533 million yen, mainly for the acquisition ofrental office buildings (4,568 million yen) and hotel facilities (3,842 million yen).
(3) Financing Activities
During the fiscal year ended March 31, 2022, the Company has not made any noteworthy fund procurement.

―31―

(4) Trends in Assets and Income(i) Consolidated Assets and Income of the Corporate GroupThe 20th fiscal year The 21st fiscal year The 22nd fiscal year The 23rd fiscal year
ended March 31,2022
ended March 31, 2019 ended March 31, 2020 ended March 31, 2021 (Current period)
Net Sales(million yen)
Ordinary Profit(million yen)
Ordinary Profit
(%)
Ratio
Profit Attributable to(million yen)
Owners of Parent
Earnings per Share (yen)Total Assets(million yen)
Equity Ratio(%)
Net Assets(million yen)
Net Assets per Share (yen)53,291
12,81373,21816,12759,632
7,524

71,251
12,215

24.0

22.0

12.6

17.1

8,783

10,666

4,274

7,415

180.35
110,898
50.3
55,8601,145.34

219.03130,29349.6
64,8091,326.93

87.77
127,485
52.3
69,773
1,368.14

152.26
136,51252.2
74,452
1,463.74

Note 1. The Company's shares held by the trust account of the Employee Stock Ownership Plan (J-ESOP) are included in weighted average
number of shares for the period in common shares and treasury shares deducted in the calculation of the total number of outstanding
shares at the end of the fiscal year under review. Moreover, the number of the Company's shares held by the trust account at the end of
the fiscal year under review was 56,500 shares.
Note 2. “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020), etc. has been applied from the beginningof the current consolidated fiscal year. The figures for the current consolidated fiscal year’s assets and profit and loss are after theapplication of the above accounting standards.

(ii) Non-consolidated Assets and Income of the Company
The 20th fiscal year The 21st fiscal year The 22nd fiscal year The 23rd fiscal year
ended March 31,2022
ended March 31, 2019 ended March 31, 2020 ended March 31, 2021 (Current period)
Net Sales(million yen)
Ordinary Profit(million yen)
Profit(million yen)
Earnings per Share (yen)Total Assets(million yen)
Net Assets(million yen)
Net Assets per Share (yen)48,722
12,8468,806
180.84
104,548
55,683
1,143.30

64,472
16,822
11,122228.39
121,708
64,934
1,333.15

42,002
7,994
5,314
109.12
114,729
68,2041,400.21

59,563
14,356
9,284
190.65
124,800
74,432
1,527.80

Note 1. The Company's shares held by the trust account of the Employee Stock Ownership Plan (J-ESOP) are included in weighted average
number of shares for the period in common shares and treasury shares deducted in the calculation of the total number of outstanding
shares at the end of the fiscal year under review. Moreover, the number of the Company's shares held by the trust account at the end of
the fiscal year under review was 56,500 shares.

―32―

(5) Material Subsidiaries
Name
SF Building Support Inc.
SF Building Maintenance Inc.
Japan System Service Inc.
Sun Frontier Space Management Inc.
SF Engineering Inc.
Communication Development Inc.
Navd Inc.
Sun Frontier Hotel Management Inc.
Sky Heart Hotel Inc.
Sun Frontier Sado Co., Ltd.
Hotel Oosado Inc.
Okesa Kanko Taxi Co., Ltd.
Sun Frontier Okinawa Co., Ltd.
Sun Frontier Fudousan Taiwan Co., Ltd.
SUN FRONTIER VIETNAM CO., LTD.
SUN FRONTIER DANANG CO., LTD.
PT. SUN FRONTIER INDONESIA
PT. SUN FRONTIER PROPERTY ONE
Sun Frontier NY Co., Ltd.
340 West 48 SG LLC
439 West 46 SG LLC
RIVERSIDE STUDIOS LLC

Share capital
Investment ratio
Major businesses
50 million yen
100 % Rent guarantee business
20 million yen
100 % Building maintenance business10 million yen
100 % Building maintenance business
Conference room rental business, rental
50 million yen
100 %office business
Construction and interior finishing
20 million yen
100 %business
Electrical and telecommunications
45 million yen
100 %engineering business
Office planning and design, web
10 million yen
90 %marketing business
Hotel planning, development and100 million yen
100 %management business10 million yen
100 % Hotel Planning and Operation Business
Hotel Planning and Operation, Regional
100 million yen
100 %Revitalization Business
Hotel operation, regional revitalization
100 million yen
100 %business
Passenger vehicle transportation
10 million yen
100 %business
230 million yen
100 % Hotel planning and operation business10 million
100 % Real estate consulting businessTaiwan dollars
44,890 million
100 % Real estate business in Vietnam
Vietnamese dong
160,466 million
100 % Real estate business in Vietnam
Vietnamese dong
3,323 million
85 % Real estate business in Indonesia
Indonesian rupia
120,000 million
99.95 % Real estate business in Indonesia
Indonesian rupia
18,189 thousand
Real estate revitalization business in the
100 %U.S. dollar
United States
5,900 thousand
Real estate revitalization business in the
90 %U.S. dollar
United States
9,065 thousand
Real estate revitalization business in the
90 %U.S. dollar
United States
11,150 thousand
Real estate revitalization business in the
90 %U.S. dollar
United States

Note 1. There are 2 other equity-method affiliates.
Note 2. As of April 26, 2021, Hotel Oosado Inc., which Sun Frontier Hotel Management Inc. and Sun Frontier Sado Co., Ltd., the Company’s
consolidated subsidiaries, acquired shares of is included as a significant subsidiary. In addition, as of December 22, 2021, the newly
established Navd Inc. is included as a significant subsidiary.
Note 3. As of January 1, 2022, Sun Frontier Community Arrangement Co., Ltd. ceased to exist as a result of an absorption-type merger with ourCompany as the surviving entity.

(6) Issues to be Addressed
The impact of the spread of COVID-19 since the beginning of 2020 has significantly changed the business environment in which
the Company operates. Against the backdrop of these changes in the business environment and the shift to a new state (newnormal), the Company reviewed the medium-term management plan in May 2021 in order to re-establish a sustainable growthpath. The quantitative target set forth in this plan has not changed, and the final year has been extended for two years to the year
ending March 2025. Basic policy is set to provide “places where people gather and communicate with each other, and createsocial development and happiness for people.” We will redefine the value of the place where people gather amid the great changes
in values with the pandemic of COVID-19, and solve new social issues through offices and hotels.
<Initiatives for Sustainability>
The plan includes ESG perspectives as key points. As the recent global trend of ESG and SDGs continues to accelerate, theCompany has been promoting business activities that contribute to the sustainability of society by defining Corporate Philosophy
since its foundation as “we reduce the waste of non-renewable resource on earth and contribute to the prosperity of the people,
plants and animals.” On March 28, 2022, we established the Sustainability Vision and identified important issues (materiality)
in order to respond to these social backgrounds and to communicate our group’s activities. Going forward, we will strive to―33―

increase corporate value over the medium- to long-term by contributing to the realization of a sustainable society through therealization of this vision and the implementation of specific measures to address important issues.
<Initiatives of Digital Transformation>
Digitization is another important point. The digitization of throughout society has progressed rapidly and been forced becauseof the pandemic of COVID-19. In addition, society as a whole is facing a labor shortage due to the decreasing of productive age
population caused by the declining birthrate. At the same time, there is a need to improve labor productivity. In this changing
social environment, digital transformation (DX) in companies has become an urgent need. In April 2022, we reorganized theexisting Digital Transformation Promotion Office into the DX Business Division with the aim of speeding up the use of digitaltechnology and our expertise. We aim to realize data-driven management and to implement DX by combining our expertise withdigital.

FY ending March 31, 2025
(Quantitative target)
Net Sales

100 billion yen

Ordinary Profit

20 billion yen

Profit14 billion yen

Equity Ratio

20％ or more

Ordinary Profit
Ratio
Return on Equity

50% level
10％ or more―34―

Sustainability Vision and Important Issues (Materiality)
1. Sustainability Vision
We will contribute to the realization of a sustainable society through business activities while respecting the heart ofaltruism, the Company policy.
2. Important sustainability issues
We have identified three important issues that must be addressed to realize our Sustainability Vision. We will
implement specific measures in the three areas of environmental protection, regional revitalization, and humanresource development. Specific measures will be reviewed as appropriate in response to future environmental andsocial trends and changes in the business environment.
ImportantissuesVisionIncrease environmental
sustainability by significantly
Environmental reducing waste and greenhouseprotection
gas emissions, as a frontier of Real
Estate Revitalization Business

Regional
revitalization

Create sustainable growth ofregional economies throughoffices, hotels, and tourism, as afrontier for sustainable regional
revitalization

Human
resource
development

Spread the concept of “altruism”
that is indispensable for realizing asustainable society, as a frontier ofphilosophy management

PolicyRelevant SDGs

◼ Extend the life and health of real estate◼ Energy conservation and reduction ofenvironmental impact by Real Estate
Revitalization Business◼ Expanded use of renewable energy◼ Create buildings, offices, and spaces with“job satisfaction” and “creativity” that
contribute to economic growth◼ Prevent and mitigate disaster throughregional cooperation◼ Solve regional issues through community
activation and creation◼ Create workplaces with job satisfaction,
creativity and growth opportunities◼ Respect and utilize diversity◼ Disseminate information on philosophy
management to foster next-generation
managers(7) Principal Business Segment of the Corporate Group (As of March31, 2022)
Business segment
Real Estate
Revitalization
Business
Real Estate
Service Business

Replanning Business

Rental Building Business
Property Management Business
Building maintenance business
Sales Brokerage BusinessLeasing Brokerage Business
Rent Guarantee Business

Hotel and Tourism
Business
Other

Conference Room Rental
Business
Hotel Operation Business
Hotel Development Business
Overseas Development Business
Construction Business

Major businesses
Purchase of existing commercial buildings and rebuilding them asbuildings with a new concept, attract tenants and sell them with increased
real estate value
Leasing of own properties
Property management business for management of buildings and tenants
Building maintenance business such as building cleaning, facility
management, security, waterproofing, and exterior wall repair
Brokerage of real estate for businessLeasing of offices and stores
Provide a rent guarantee for the delinquency of rent of a tenant of realestate for building owners
Plan and operate vacant office buildings in central Tokyo as rental
conference room, rental office, and coreworking space
Planning and management of accommodation facilities such as hotels
Development of new hotels, refurbishing existing hotels, and selling themas investment products
Real estate development business in Vietnam, Indonesia, and otheroversea countries
Carry out interior finishing work, telecommunications work, and renewal
planning, repair, and reform for business buildings―35―

(8) Principal Business Office (As of March 31, 2022)
Name
Headquarters
Ginza Branch
Nihonbashi Branch
Kodendma-cho Branch
Kanda Branch
Kojimachi Branch
Shinjuku Branch
Shibuya Branch
Gotanda Branch
Hamamatsucho Branch
Yokohama Branch
Property Management Business Department
SF Building Support Inc.
SF Building Maintenance Inc.
Japan System Service Co., Ltd.
Sun Frontier Space Management Inc.
SF Engineering Inc.
Communication Development Inc.
Navd Inc.
Sun Frontier Hotel Management Inc.
Sky Heart Hotel Inc.
Sun Frontier Sado Co., Ltd.
Hotel Oosado Inc.
Okesa Kanko Taxi Co., Ltd.
Sun Frontier Okinawa Co., Ltd.
Sun Frontier Fudousan Taiwan Co., Ltd.
SUN FRONTIER VIETNAM CO., LTD.
SUN FRONTIER DANANG CO., LTD.
PT. SUN FRONTIER INDONESIA
PT. SUN FRONTIER PROPERTY ONE
Sun Frontier NY Co., Ltd.
340 West 48 SG LLC
439 West 46 SG LLC
RIVERSIDE STUDIOS LLC

Place
Chiyoda-ku, Tokyo
Chuo-ku, Tokyo
Chuo-ku, Tokyo
Chuo-ku, Tokyo
Chiyoda-ku, Tokyo
Chiyoda-ku, Tokyo
Shinjuku-ku, Tokyo
Shibuya-ku, Tokyo
Shinagawa-ku, Tokyo
Minato-ku, Tokyo
Yokohama-shi, Kanagawa
Chiyoda-ku, Tokyo
Chiyoda-ku, Tokyo
Sumida-ku, Tokyo
Minato-ku, Tokyo
Minato-ku, Tokyo
Sumida-ku, Tokyo
Chuo-ku, Tokyo
Chuo-ku, Tokyo
Chiyoda-ku, Tokyo
Chiyoda-ku, Tokyo
Sado-shi, Niigata
Sado-shi, Niigata
Sado-shi, Niigata
Naha-shi, Okinawa
TaiwanSocialist Republic of Vietnam
Socialist Republic of Vietnam
Republic of Indonesia
Republic of Indonesia
United States of America
United States of America
United States of America
United States of America―36―(9) Employees (As of March 31, 2022)(i) Employees of the Corporate Group
Number of Employees
696

Increase/Decrease Compared to end of previous FY
55 increase

Note. The above number of employees does not include 532 temporary employees (part-timers and temporary employees).

(ii) Employees of the Company
Number of Employees
357

Increase/Decrease Compared
to end of previous FY
38 increase

Average Age
36.2 years old

Average number of years ofContinuous Service
6.5 years

Note. The above number of employees does not include employees transferred from the Company to other companies.

(10) Principal Lenders (As of March 31, 2022)
LenderSumitomo Mitsui Banking Corporation
Aozora Bank, Ltd.
MUFG Bank, Ltd.
Mizuho Bank, Ltd.
Resona Bank, Limited
Sumitomo Mitsui Trust Bank, Limited.

Loan amount (million yen)
8,244
6,644
5,549
5,125
3,214
2,683

―37―

2. Status of Shares(1) Shares (As of March 31,2022)(i) Number of Authorized Shares

91,200,000(ii) Number of Outstanding Shares

48,755,500(includes 144 of treasury shares)(iii) Number of Shareholders

11,895(iv) Principal Shareholders (top10)
Name
Houon Co., Ltd
The Master Trust Bank of Japan Co., Ltd. (Trust
Account)
Tomoaki Horiguchi
S Kawagoe Co., Ltd
Custody Bank of Japan, Ltd. (Trust Account)
THE BANK OF NEW YORK MELLON 140044
STATE STREET BANK AND TRUST COMPANY
505103
Keiko Horiguchi
SSBTC CLIENT OMNIBUS ACCOUNTNORTHERN TRUST CO.(AVFC) SUB A/CNONTREATY

Number of shares held
17,957,500

Percentage of shares held (%)
36.83

3,932,000

8.06

3,016,100
1,566,400
1,516,600
1,015,900

6.19
3.21
3.11
2.08

493,7401.01

416,500
401,1370.85
0.82

394,7220.81

Note 1. The percentage of shares held is calculated after exclusion of treasury shares (144 shares).
Note 2. The percentage of shares held is calculated including 56,500 shares of the Company held by Mizuho Trust & Banking Co., Ltd as thetrust account of the Employee Stock Ownership Plan (J-ESOP.)(2) Other Significant Matters concerning the Shares
Not applicable.

―38―3. Matters Concerning Share Acquisition Rights(1) Share Acquisition Right Granted as part of the Compensation held by the Company Officers
The Company issues share-based compensation type stock options to Directors (excluding Outside Directors) for the purpose ofenhancing the incentive effect for Directors to improve corporate performance and enhancing management awareness ofshareholder value (as of March 31, 2022.)(1)

Name of shareacquisition rights(2)

Date of issuance(3)

Number of shareacquisition rights

Share-based
Compensation
type Stock Option for
FY2018(Share acquisitionrights)June 22, 2018(the Board of Directors
Resolution)

Share-based
Compensation type
Stock Option for
FY2019(Share acquisitionrights)June 21, 2019(the Board of Directors
Resolution)

Share-based
Compensation type
Stock Option for
FY2020(Share acquisitionrights)June 30, 2020
(the Board of Directors
Resolution)

Share-based
Compensation type
Stock Option for
FY2021(Share acquisitionrights)June 22, 2021
(the Board of Directors
Resolution)

524

740

1,112

2,155

4 Directors
4 Directors
4 Directors
6 Directors(excluding Outside(excluding Outside(excluding Outside(excluding Outside(4)
Directors)
Directors)
Directors)
Directors)
524
740
1,112
2,155
5,240 shares in common 7,400 shares in common
11,120 shares in
21,550 shares inClass and number
sharessharescommon sharescommon shares(5) of shares to be(10 stocks per 1 share(10 stocks per 1 share(10 stocks per 1 share(10 stocks per 1 shareissued uponacquisition right)
acquisition right)
acquisition right)
acquisition right)
Amount to be(6) paid in share
1,019 yen per 1 share
789 yen per 1 share
438 yen per 1 share
657 yen per 1 shareacquisition rights
Value of property
to be contributed(7) upon exercise of 1 yen per 1 share to be delivered upon exercise of share acquisition rights
share acquisitionrightsDate of allotment
Date of allotment:
Date of allotment:
Date of allotment:
Date of allotment:of shareJuly 31, 2018
July 31, 2019
July 31, 2020
July 30, 2021
(8) acquisition rights
Exercise period:
Exercise period:
Exercise period:
Exercise period:and period forFrom August 1, 2018
From August 1, 2019
From August 1, 2020
From August 1, 2021
exerciseuntil July 31, 2048
until July 31, 2049
until July 31, 2050
until July 30, 2051
A holder of share acquisition rights may exercise their share acquisition rights in a lump sum only when
Conditions for(9)they lose their position as a Director of the Company and only on the day following day from losing
exercise of rights
their position until 10 days after.
Restrictions on
Any acquisition of share acquisition rights by transfer shall require approval by resolution of the(10) transfer of share
Company's Board of Directors.
acquisition rights
Status of shareacquisition rights
ownership

Note 1. At the 19th Annual General Meeting of Shareholders held on June 22, 2018, a resolution was passed to allocate share acquisition rights to
Directors (excluding Outside Directors) as share-based compensation type stock options to be exercised upon retirement, within the range of
36 million yen per year.
Note 2. Conditions for the exercise of other rights other than those described in (9) shall be in accordance with the “Share Acquisition Rights
Application Form (Application Guidelines)” submitted to the Company.

(2) Share Acquisition Rights Delivered to Employees as Consideration for Execution of Duties during the Fiscal Year under review
Not applicable.
(3) Other Significant Matters concerning the Share Acquisition Rights
Not applicable.

―39―4. Company Officers(1) Directors and Audit & Supervisory Board Members (As of March 31, 2022)
Position
Chairman and
Representative Director
President andRepresentative Director
President and Executive
Officer

Name

Areas of Responsibility and Important Concurrent Positions
Representative Director of Sun Frontier Hotel Management Inc.
Representative Director of Sun Frontier Sado Co., Ltd.
Tomoaki Horiguchi
Representative Director of Sun Frontier Okinawa Co., Ltd.
Representative Director of Okesa Kanko Taxi Co., Ltd.
Seiichi Saito

Vice President and Director
Vice President andExecutive Officer

Izumi Nakamura

Senior Managing Director
Senior Managing Executive
Officer

Yasushi Yamada

Director
Executive Officer
Director
Executive Officer
Director
Director

Director

Chairman of Sun Frontier Fudousan Taiwan Co., Ltd.
Representative Director of SF Engineering Inc.
General Manager of Entrusted Asset Management Division
Representative Director of SF Building Support Inc.
Representative Director of SF Building Maintenance Inc.
Representative Director of Sun Frontier Space Management Inc.
General Manager of Business Development Division
Representative Director of PT.SUN FRONTIER PROPERTY ONE
Representative Director of PT.SUN FRONTIER INDONESIA
Chairman of the Board of SUN FRONTIER VIETNAM CO.LTD.
Chairman of the Board of SUN FRONTIER DANANG CO.LTD.

Mitsuhiro Ninomiya General Manager of Administration Division and General Affairs Manager
Kenji Honda
Toshio Takahara
Yukitoshi Kubo

Kazutaka Okubo

Position

Name

Audit & Supervisory Board
Member (full-time)

Kouichi Shinada

Audit & Supervisory Board
MemberKoichi Moriya

Audit & Supervisory Board
Member

Hidetaka Tanaka

General Manager of Asset Management Division
Representative Director of Communication Development Inc.
Professor in Accounting Course of Ohara Graduate School of Accounting
President and Representative Director of Okubo Associates Co., Ltd.
Outside Audit & Supervisory Board Member of SEGA SAMMYHOLDINGS INC.
Outside Director of BrainPad Inc.
Outside Director of LIFULL Co., Ltd.
Outside Director of SALA Corporation
Outside Director of The Shoko Chukin Bank, Ltd.
Outside Director of Musashi Seimitsu Industry Co., Ltd.
President and Representative Director of SS Dnaform Co., Ltd.
Areas of Responsibility and Important Concurrent Positions

Director of Moriya Law OfficeOutside Audit & Supervisory Board Member of TAMURACORPORATION
Outside Director of Samantha Thavasa Japan Limited
Auditor of Authorized NPO Japan Platform
Executive Director of Japan Credit Rating Agency, Ltd.

Note 1. Directors Toshio Takahara and Kazutaka Okubo are Outside Directors as stipulated in Article 2, Item 15 of the Companies Act.
Note 2. Audit & Supervisory Board Members Koichi Moriya and Mr. Hidetaka Tanaka are Outside Audit & Supervisory Board Members as
stipulated in Article 2, Item 16 of the Companies Act.
Note 3. Director Kazutaka Okubo has qualifications as certified public accountants and have expertise and abundant experience in finance andaccounting.
Note 4. Audit & Supervisory Board Member Koichi Moriya is qualified as an attorney-at-law and has a wealth of experience in various fields
including legal expertise and real estate.
Note 5. The Company has designated Director Toshio Takahara, Director Kazutaka Okubo, Audit & Supervisory Board Member Koichi Moriya and
Audit & Supervisory Board Member Tanaka Hidetaka as Independent Officers as stipulated by the Tokyo Stock Exchange and has notified
the Exchange thereof.
Note 6. Mr. Yukitoshi Kubo resigned from Director (the Outside Director stipulated in Article 2, Item 15 of Companies Act of Japan) on December
31, 2021. The position and responsibilities of the Director are those at the time of retirement.

―40―

(2) Outline of the Liability Limitation Agreement
The Company has concluded a liability limitation agreement pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act and Article 29, Paragraph 2 and Article 38, Paragraph 2 of our Company’s Articles of Incorporation with theOutside Directors and Audit & Supervisory Board Members.
The maximum amount of liability for damages under the agreement is the amount stipulated by laws and regulations.
(3) Outline of Officers' Liability Insurance Contract
The Company has entered into liability insurance contracts for officers, etc. as stipulated in Article 430 (3), Item 1 of theCompanies Act with the Company's and its subsidiaries' Directors, Audit & Supervisory Board Member, executive officers andother employees as insured persons.
Claims for damages arising from an act performed by an insured person in relation with the business of the Company (including
inaction) are covered by compensation for damages and court costs incurred by the insured.
The Company pays all insurance premiums for all insured persons, but damage caused by criminal acts or intentional illegal acts
is excluded so as not to impair the appropriateness of the execution of duties.
(4) Remuneration for Directors and Audit & Supervisory Board Members for the Fiscal Year under review(i) Matters concerning the policy for determining the contents of individual compensation, etc. for Directors(a) Determination method
At the meeting held in the Board of Directors on February 16, 2021, the Company resolved a policy for determining thedetails of individual compensation for Directors, etc. An outline of the policy is as described in (b) to (g) below.
(b) Fixed remuneration shall be an amount considered to be at an appropriate level in comparison with the performance ofother companies in the real estate industry in Japan, etc., in consideration of the content of duties of Directors and theCompany's situation, etc.
(c) Performance-linked remuneration shall be determined from the perspective of reflecting the results of the improvementin performance by taking into consideration the status of achievement against the consolidated performance ordinary
profit (loss) based on the consolidated performance forecast during the relevant fiscal year.
(d) Directors (excluding outside directors) shall be granted share acquisition rights as share-based compensation stock
options upon a resolution of the Board of Directors to share the benefits and risks of stock price fluctuations withshareholders and to enhance the incentive effect of Directors to improve corporate performance and the managementawareness of shareholders.
(e) With regard to the ratio of individual remuneration, etc. for Directors, excluding Outside Directors, if the target for the
performance-linked remuneration indicator is 100%, fixed remuneration will be 65%, performance-linked remuneration
will be 30%, and stock options will be 5%. With regard to Outside Directors, only fixed remuneration and performancelinked remuneration will be provided, but the above target will be referred to.
(f) The timing of payment of remuneration, etc. shall be as follows.
It is provided every month.
a．Fixed compensation
b．Performance-linked compensationc．Stock option

Payment shall be made once a year after the end of the Annual General
Meeting of Shareholders pertaining to the relevant fiscal year.
The amount shall be determined and granted by the resolution of the Board of
Directors held once a year after the end of the Annual General Meeting of
Shareholders and shall be exercised at the time of retirement of each Director.

(g) Matters concerning delegation pertaining to determination of contents of remuneration, etc. for individual Directors
The amount of fixed remuneration and performance-linked remuneration for each individual or the determination of themethods for calculating such amounts shall be determined by resolution at the Board of Directors and delegated to the
Chairman and Representative Director.
In order to improve the objectivity and transparency of the procedures for determining renumeration of Directors, theCompany has established a Nomination and Compensation Committee consisting of the Chairman and Representative
Director and President and Representative Director as well as 2 or more Outside Directors as a voluntary advisory
body. The Nomination and Compensation Committee considers and deliberates on the amount of remuneration for
Directors, the calculation method, the composition of remuneration, the ratio, and the setting of indicators, and the
Chairman and Representative Director makes decisions with maximum respect for the deliberation contents.

―41―

(h) Status of the above decision policy for the fiscal year under review
The target for performance (consolidated ordinary profit (loss)), which is an indicator of performance-linked
compensation for the fiscal year under review, was 11,500 million yen, while the actual performance was 12,215
million yen. The Board of Directors received a report from the Nomination and Compensation Committee, anddetermined that the content of individual compensation for Directors for the fiscal year under review, including theprocedure and content of the decision by Mr. Tomoaki Horiguchi, Chairman and Representative Director, is consistent
with the above decision policy.
(ii) Matters concerning resolutions of the Annual General Meeting of Shareholders regarding remuneration, etc. for Directors
and Audit & Supervisory Board Members(a) At the 18th Annual General Meeting of Shareholders held on June 23, 2017, it was resolved that the total amount ofmonetary remuneration (fixed remuneration and performance-linked remuneration) for Directors to be no more than 360
million yen per year (including no more than 36 million yen for Outside Directors, but excluding employee salaries for
Directors who concurrently serve as employees). The number of Directors at the conclusion of the said Annual General
Meeting of Shareholders was six (including two Outside Directors). In addition, separately from the monetary
remuneration, at the 19th Annual General Meeting of Shareholders held on June 22, 2018, it was resolved that shareacquisition rights will be allotted to Directors (excluding Outside Directors) within the scope of 36 million yen per year
as share-based compensation type stock options to be exercised upon retirement. However, in response to the revision ofCompanies Act of Japan, the Company passed a similar resolution at the 22nd Annual General Meeting of Shareholders
held on June 22, 2021. The number of Directors (excluding Outside Directors) at the conclusion of the said Annual
General Meeting of Shareholders was six.
(b) At the 7th Annual General Meeting of Shareholders held on June 22, 2006, it was resolved that the limit of the total
amount of monetary remuneration (fixed remuneration only) for Audit & Supervisory Board Members should be no morethan 36 million yen per year. The number of Audit & Supervisory Board Members (including two Outside Audit &Supervisory Board Members) at the conclusion of the said Annual General Meeting of Shareholders was three.
(iii) Total Amount of Remuneration of Directors and Audit & Supervisory Board Members

Amount paid
(million yen)
Directors(of which, Outside Directors)
Audit & Supervisory Board Members(of which, Outside Audit &Supervisory Board Members)

256
(17)

Amount paid by type (million yen)
PerformanceBasic
linkedStock optioncompensation compensation,
etc.
171
70
14
(17)
(-)
(-)

21
(12)

21
(12)

(-)

(-)

Number ofqualified officers
9
(3)
3
(2)

Note 1. Bonuses are paid to Directors as performance-linked remuneration.
Note 2. Performance-linked remuneration. indicates the provision for the current period in provision for bonuses for Directors (and other officers) for the fiscal
year under review.
Note 3. The amount of stock options indicates the amount of remuneration paid during the fiscal year under review to six Directors (excluding Outside Directors)
for share-based compensation type stock option for FY2021 (share acquisition rights).
Note 4. 50 million yen (including 3 million yen for three Outside Directors) was paid to nine Directors in the current fiscal year as bonuses to Directors for the
22nd fiscal year. This compensation for Directors is included in the 50 million yen of provision for bonuses for Directors (and other officers) for the
22nd fiscal year and is not included in the performance-linked compensation.

(5) Matters regarding Outside Officers(i) Relationship between the Company and corporations which are significant concurrent positions• Director Kazutaka Okubo concurrently serves as the President and Representative Director of Okubo Associates Co.,
Ltd., President and Representative Director of SS Dnaform Co., Ltd., Outside Audit & Supervisory Board Member of
SEGA SAMMY HOLDINGS Inc., Outside Director of LIFULL Co., Ltd., Outside Director of SALA Corporation,
Outside Director of The Shoko Chukin Bank, Ltd., Outside Director of Musashi Seimitsu Industry Co., Ltd., and Outside
Audit & Supervisory Board Member of BrainPad Inc. There is no important relationship to be disclosed between the
Company and the said corporations.
• Audit & Supervisory Board Member Koichi Moriya is the General Manager of Moriya Law Office, and concurrently
serves as Outside Audit & Supervisory Board Member of TAMURA CORPORATION and Outside Director of
Samantha Thavasa Japan Limited. There is no important relationship to be disclosed between the Company and the said
corporations.
• Audit & Supervisory Board Member Hidetaka Tanaka concurrently serves as Auditor of Authorized NPO Japan
Platform, and Executive director of Japan Credit Rating Agency, Ltd., but there is no important relationship to bedisclosed between the Company and the said corporation.

―42―

(ii) Major Activities during the Fiscal Year ended March 31,2022(a) Attendance at the Board of Directors and the Audit & Supervisory Board meetings

Director Toshio Takahara
Director Yukitoshi Kubo
Director Kazutaka Okubo
Audit & Supervisory Board Member
Koichi Moriya
Audit & Supervisory Board Member
Hidetaka Tanaka

Board of Directors (held 18 times)
Audit & Supervisory Board (held 14 times)
Attendance (times) Attendance Rate (%) Attendance (times) Attendance Rate (%))
17/ 1894.4
13/ 13100
18/ 18100
18/ 18100

14/ 14100

18/ 18100

14/ 14100Note. In addition to the above-mentioned Board of Directors, there were 4 written resolutions deemed to have been adopted by the Board of Directors Resolution
pursuant to Article 370 of the Companies Act and Article 26, Paragraph 2 of the Articles of Incorporation of the Company.

(b) Statements made at the Board of Directors and the Audit & Supervisory Board Director Toshio Takahara attended 17 out of 18 of the Board of Directors meetings and based on his wealth ofoperational experience and broad knowledge as a corporate manager, he made appropriate statements at an independent
standpoint from the management team that executes business.
 During his term of office, Director Yukitoshi Kubo attended all of the Board of Directors meetings, and from a
professional perspective based on his wealth of experience and knowledge in corporate governance management for
listed companies during his tenure at the Tokyo Stock Exchange and as a university professor who specializes inaccounting made appropriate remarks at an independent standpoint from the management team that executes business.
 Director Kazutaka Okubo attended all of the Board of Directors meetings, and based on his experience not only inaccounting and taxation as a certified public accountant, but also as a member of the advisory committee of various
public offices and as an executive officer of economic organizations, he has made appropriate remarks in an
independent standpoint from the management team that executes business from a professional viewpoint in the fields
of crisis management, compliance, and CSR.
 Audit & Supervisory Board Member Koichi Moriya attended all of the Board of Directors meetings and provided
advice and proposals to ensure the legality and appropriateness of the Board of Directors' decision-making, mainly bystating opinions from his professional viewpoint as an attorney.
In addition, he attended all Audit & Supervisory Board meetings, made remarks on the establishment and maintenanceof the Company's compliance system, and gave a lot of advice.
 Audit & Supervisory Board Member Hidetaka Tanaka attended all the Board of Directors meetings held after assuming
office and provided advice and proposals to ensure the legality and appropriateness of the Board of Directors' decisionmaking based on his expertise in international finance as a U.S. Certified Public Accountant and his wealth ofoperational experience as a corporate manager and extensive knowledge in the sustainability field. In addition, he
attended all meetings of the Audit & Supervisory Board held and gave many advice including expressing opinionsfrom a global perspective.
(c) Expected Duties Performed by Outside Directors
As stated above, the three Outside Directors attended the Board of Directors meetings and made statements, and also
attended the Management Committee for reporting and discussing important management matters of the Company,
budget performance management for all businesses, business execution plans, and other matters. In addition, they are
members of the Nomination and Compensation Committee, which was established as a voluntary advisory body in the
Board of Directors to improve the fairness, objectivity, and transparency of procedures related to the appointment anddismissal of officers and their remuneration. By attending these meetings and the Committee meetings and making
statements utilizing their respective wealth of experience and expertise, the three Outside Directors have demonstrated
their functions and roles to contribute to the sustainable growth of the Company and the enhancement of medium- tolong-term corporate value.

―43―

5. Accounting Auditor(1) Name of the Accounting Auditor:

BDO Sanyu(2) Remuneration to be Paid to the Accounting Auditor
Amount paid (million yen)Amount of remuneration, etc. as an accounting auditor for the fiscal year
under review

37

Total amount of cash and other proprietary benefits that the Company
and its subsidiaries should pay to the accounting auditor

37

Note 1. In the audit agreement between the Company and the accounting auditor, the amount of audit fees for audits based on the Companies Act
and audits based on the Financial Instruments and Exchange Act is not clearly distinguished and cannot be substantially distinguished.
Therefore, the amount of remuneration, etc. for the fiscal year under review is the sum of these amounts.
Note 2. Reasons for the Audit & Supervisory Board's agreement on remuneration, etc. for the accounting auditor
Based on the “Practical Guidelines for Cooperation with Accounting Auditors” published by the Japan Audit & Supervisory Board
Members Association, the Audit & Supervisory Board has confirmed the results of the audit time and the amount of remuneration for each
audit item and hierarchy in the audit plan for the past fiscal year, as well as the status of the accounting auditor's performance of duties,
and examined the appropriateness of the audit plan and the amount of remuneration for the fiscal year under review. As a result, the Audit& Supervisory Board has given its consent to the remuneration, etc. of the accounting auditor under Article 399, Paragraph 1 of theCompanies Act.

(3) Policy on Decision of Dismissal and Refusal of Reappointment of the Accounting Auditor
When it is considered that the accounting auditor falls under any of the items stipulated in Article 340, Paragraph 1 of theCompanies Act and if deemed necessary, the Company will dismiss the accounting auditor subject to the unanimous consent ofAudit & Supervisory Board Members. In this case, the Audit & Supervisory Board Member selected by the Audit & Supervisory
Board will report the dismissal of the accounting auditor and the reason thereof at the first General Meeting of Shareholders
Meeting convened after the dismissal. In addition, the Audit & Supervisory Board will determine the content of a shareholder
resolution to be proposed at the General Meeting of Shareholders to dismiss or refuse the reappointment of the accounting
auditor when the Audit & Supervisory Board judges that there are problems with the qualifications, independency, and reliabilityof the accounting auditor.

―44―

Consolidated Balance Sheet(As of March 31, 2022)(Unit: million yen)
Item

AmountItem

AssetsCurrent assets

AmountLiabilities
110,920

Current liabilities

16,210Cash and time deposits
Notes and accounts receivable andcontract assets
Real estate for sale

30,053

Accounts payable - trade

1,345

945

Short-term borrowings

30

Real estate for sale in process
Costs of uncompleted construction
contracts
Supplies

62,934

Other

2,603

Allowance for doubtful accounts(21)

Current portion of long-termborrowings
Income taxes payable

14,222

6,874
3,528

100

Provision for bonuses

191

83

Provision for bonuses for directors(and other officers)
Provision for fulfillment ofguarantees
Other

73

4,126

Non-current assets

25,591

Property, plant and equipment

18,796Long-term borrowings

Buildings

7,876

Land

10,046

Other

872

Retirement benefit liability
Provision for share-based
remuneration
Other

Intangible assets

572

Goodwill

408

Other

164

Shareholders' equity

71,260Investments and other assets

6,222

Share capital

11,965

Guarantee deposits

4,726

Capital surplus

6,445

Deferred tax assets

1,036

Retained earnings

52,917

Other

460

Allowance for doubtful accounts(0)

Total assets

Non-current liabilities

39

Total liabilities

45,84944,1696
68
1,605
62,060Net assets

136,512―45―

Treasury shares
Accumulated other comprehensive
incomeValuation difference on available-forsale securities
Foreign currency translation
adjustment
Share acquisition rights

(67)
22
3
19
30

Non-controlling interests

3,139

Total net assets

74,452

Total liabilities and net assets

136,512

Consolidated Statement of Income(From April 1, 2021 to March 31, 2022)(Unit: million yen)
Item

AmountNet sales

71,251

Cost of sales

51,907Gross profit
Selling, general and administrative expenses

19,344
7,216

Operating profit
Non-operating income

12,127

Interest income
Dividend income

350Penalty income
Subsidy income

200
215

Foreign exchange gains
Other

86
77

Non-operating Expenses
Interest expenses

614

446

Loss on investments based on equity method
Other

23
56

Ordinary profit
Extraordinary income
Gain on bargain purchase
Settlement money
Other

115
144
0

Extraordinary loss
Loss on sales of non-current assets
Loss on retirement of non-current assets
Impairment loss

0
20
65

526
12,215

Settlement money

254

Profit before income taxes

260

340
12,135

Income taxes - current
Income taxes - deferred

4,812
(85)

4,726

ProfitLoss attributable to non-controlling interests

7,408
6

Profit attributable to owners of parent

7,415

―46―

Non-consolidated Balance Sheet(As of March 31, 2022)(Unit: million yen)
Item

AmountItem

AssetsCurrent assets
Cash and time deposits

AmountLiabilities
88,282Current liabilities

23,403

Account receivable

279

Real estate for sale

13,289Accounts payable - trade
Current portion of long-termborrowings
Income taxes payable

Real estate for sale in process
Short-term advance to affiliatedcompany
Other

48,674

Deposits payable

Allowance for doubtful accounts

(4)

490
2,149

12,700
665
5,763

1,388

3,465

Provision for bonuses

120

Provision for bonuses for directors(and other officers)
Other

70

Non-current assets

36,518Property, plant and equipment

16,203Long-term borrowings

36,273

Buildings

6,503

Long-term guarantee deposited

1,279

Land

9,639

Provision for share-based remuneration

57

Other

61

Other

56

Intangible assets
Other
Investments and other assets

Non-current liabilities

1,225

124
124

Total liabilities

37,66750,367

Net assets

20,190Shareholders' equity

74,399Subsidiaries’ and affiliates’ stocks
Long-term advance to affiliatedcompany
Deferred tax assets

14,586

Share capital

11,965

3,114

Capital surplus

6,449

1,033

Capital reserve

6,449

Other

1,577

Retained earnings

56,052

Allowance for doubtful accounts(121)

Legal reserve

13

Other retained earnings
Retained earnings brought
forwardTreasury shares
Valuation and translation adjustments
Valuation difference on available-forsale securities
Share acquisition rights

Total assets

124,800―47―

56,03956,039(67)
3
3
30

Total net assets

74,432

Total liabilities and net assets

124,800

Non-consolidated Statement of Income(From April 1, 2021 to March 31, 2022)(Unit: million yen)
Item

AmountNet sales

59,563

Cost of sales

39,856Gross profit

19,706

Selling, general and administrative expenses

5,406

Operating profit

14,300Non-operating income
Interest income

157

Dividend income

0Penalty income

200

Foreign exchange gains

89

Other

6

453

Non-operating Expenses
Interest expenses

339

Provision of allowance for doubtful accounts

39

Other

18

Ordinary profit

396
14,356Extraordinary income
Settlement money

144

144

Extraordinary loss
Loss on devaluation of subsidiaries’ and affiliates’ stocks

542

Settlement money

254

Other

24

Profit before income taxes

821
13,679

Income taxes - current

4,464

Income taxes - deferred(68)

Profit

4,395
9,284

―48―

Audit Report on Consolidated Financial Statements
Independent Auditor's Report
May 17, 2022
To the Board of Directors of Sun Frontier Fudousan Co., Ltd.:BDO Sanyu
Tokyo Office, Japan
Hiroshi Saito
Designated Partner
Engagement Partner
Certified Public Accountant
Satoshi Morita
Designated Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the consolidated financial statements, which comprise the consolidated balance sheet, the consolidated statement ofincome, the consolidated statement of changes in equity and the notes to consolidated financial statements of Sun Frontier FudosanCo., Ltd. (the “Company”) and its consolidated subsidiaries (collectively referred to as the “Group”) for the fiscal year from April 1,
2021 to March 31, 2022 in accordance with Article 444, Paragraph 4 of the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial
position and the results of operations of the Group for the period, for which the consolidated financial statements were prepared, in
accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We
are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial
statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
Other information consists of the business report and supplementary schedules. Management is responsible for the preparation anddisclosure of the other information. The Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible foroverseeing the Directors’ performance of duties within the maintenance and operation of the reporting process for the other information.
The scope of our opinion on the financial statements does not include the other information, and we do not provide our opinion on theother information.
Our responsibility for the audit of the financial statements is to read the other information, and, in doing so, consider whether there isa material inconsistency between the other information and the financial statements or our knowledge obtained during audit, and giveattention to whether there are any other indications of material errors in the other information aside from such material inconsistency.

―49―

If, based on the audit work performed, we determine that there is a material misstatement in the other information, we are required toreport such facts.
We have no matters to report with respect to the other information.
Responsibilities of Management, the Audit & Supervisory Board Members and the Audit & Supervisory Board for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance withaccounting principles generally accepted in Japan, including the design, implementation and maintenance of such internal control as
management determines is necessary to enable the preparation and fair presentation of consolidated financial statements that are freefrom material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate to prepare theconsolidated financial statements with the assumption of the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern in accordance with accounting principles generally accepted in Japan.
The Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the Directors’
performance of their duties including the design, implementation and maintenance of the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion on the consolidated financial
statements based on our audit from an independent point of view. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:•

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, anddesign and perform audit procedures responsive to those risks. The procedures selected to be applied depend on the auditor’s
judgment. In addition, obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

•

Obtain, in making those risk assessments, an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, while the objective of the audit of the consolidated financial statements is
not to express an opinion on the effectiveness of the Group’s internal control.

•

Evaluate the appropriateness of accounting policies used by management and their method of application, as well as thereasonableness of accounting estimates and related disclosures made by management.

•

Conclude on the appropriateness of management’s use of the going concern basis for preparing the consolidated financial
statements and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if
such disclosures are inadequate, to express a qualified opinion with exceptions on the consolidated financial statements. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.

•

Evaluate whether the presentation and disclosures in the consolidated financial statements are in accordance with accounting
standards generally accepted in Japan, the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events ina manner that achieves fair presentation.

•

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within theGroup to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision andperformance of the group audit. We remain solely responsible for our audit opinion.

―50―

We communicate with the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among other matters,
the planned scope and timing of the audit, significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that we have compliedwith relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards in order to eliminate or reduce obstruction
factors.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and the designated engagement partners do not have any interest in the Group which is required to be disclosed pursuant to
the provisions of the Certified Public Accountants Act of Japan.

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Audit Report on the Non-consolidated Financial Statements
Independent Auditor's Report
May 17, 2022
To the Board of Directors of Sun Frontier Fudousan Co., Ltd.:BDO Sanyu
Tokyo Office, Japan
Hiroshi Saito
Designated Partner
Engagement Partner
Certified Public Accountant
Satoshi Morita
Designated Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the non-consolidated financial statements, which comprise the non-consolidated balance sheet, the non-consolidated
statement of income, the non-consolidated statement of changes in equity and the notes to non-consolidated financial statements, andthe supplementary schedules (the “financial statements and others”) of Sun Frontier Fudousan Co., Ltd. (the “Company”) as at March
31, 2022 and for the fiscal year from April 1, 2021 to March 31, 2022 in accordance with Article 436, Paragraph 2, Item 1 of theCompanies Act.
In our opinion, the financial statements and others referred to above present fairly, in all material respects, the financial position andthe results of operations of the Company for the period, for which the financial statements and others were prepared, in accordancewith accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements and Others section of our report. We
are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the non-consolidated
financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
Other information consists of the business report and supplementary schedules. Management is responsible for the preparation anddisclosure of the other information. The Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible foroverseeing the Directors’ performance of duties within the maintenance and operation of the reporting process for the other information.
The scope of our opinion on the financial statements does not include the other information, and we do not provide our opinion on theother information.
Our responsibility for the audit of the financial statements is to read the other information, and, in doing so, consider whether there isa material inconsistency between the other information and the financial statements or our knowledge obtained during audit, and giveattention to whether there are any other indications of material errors in the other information aside from such material inconsistency.

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If, based on the audit work performed, we determine that there is a material misstatement in the other information, we are required toreport such facts.
We have no matters to report with respect to the other information.
Responsibilities of Management, the Audit & Supervisory Board Members and the Audit & Supervisory Board for the
Financial Statements and Others
Management is responsible for the preparation and fair presentation of the financial statements and others in accordance withaccounting principles generally accepted in Japan, including the design, implementation and maintenance of and for such internal
control as management determines is necessary to enable the preparation and fair presentation of financial statements and others thatare free from material misstatement, whether due to fraud or error.
In preparing the financial statements and others, management is responsible for assessing whether it is appropriate to prepare thefinancial statements and others with the assumption of the Company’s ability to continue as a going concern, disclosing matters related
to going concern, as applicable in accordance with accounting principles generally accepted in Japan.
The Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing the Directors’
performance of their duties including the design, implementation and maintenance of the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements and Others
Our objectives are to obtain reasonable assurance about whether the financial statements and others as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion on the financial statements andothers based on our audit from an independent point of view. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basisof these financial statements and others.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:•

Identify and assess the risks of material misstatement of the financial statements and others, whether due to fraud or error, anddesign and perform audit procedures responsive to those risks. The procedures selected to be applied depend on the auditor’s
judgment. In addition, obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

•

Obtain, in making those risk assessments, an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, while the objective of the audit of the financial statements and others is not
to express an opinion on the effectiveness of the Company’s internal control.

•

Evaluate the appropriateness of accounting policies used by management and their method of application, as well as thereasonableness of accounting estimates and related disclosures made by management.

•

Conclude on the appropriateness of management’s use of the going concern basis for preparing the financial statements andothers and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the financial statements and others or, if suchdisclosures are inadequate, to express a qualified opinion with exceptions on the financial statements and others. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the Company to cease to continue as a going concern.

•

Evaluate whether the presentation and disclosures in the financial statements and others are in accordance with accounting
standards generally accepted in Japan, the overall presentation, structure and content of the financial statements and others,
including the disclosures, and whether the financial statements and others represent the underlying transactions and events in amanner that achieves fair presentation.

We communicate with the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among other matters,
the planned scope and timing of the audit, significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

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We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with a statement that we have compliedwith relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards in order to eliminate or reduce obstruction
factors.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and the designated engagement partners do not have any interest in the Company which is required to be disclosed pursuant
to the provisions of the Certified Public Accountants Act of Japan.

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Audit Report of the Audit & Supervisory Board
Audit Report
The Audit & Supervisory Board, having received a report from each Audit & Supervisory Board Member on the method and resultsof his or her audit on the performance of duties of directors during the 23rd fiscal year from April 1, 2021 to March 31, 2022, and, asa result of discussion, does hereby report the results of audit as follows:

1. Auditing method and its contents(1) In addition to formulating audit policy and annual audit plans and receiving reports concerning the status and results of audits
conducted by each Audit & Supervisory Board Member, we received reports from directors and the accounting auditors
regarding the performance of their duties and sought explanations when deemed necessary.
(2) Each Audit & Supervisory Board Member, in accordance with audit standards, policy and plans formulated by the Audit &Supervisory Board, sought to facilitate mutual understanding with directors, the internal auditing section and other employees,
gathered information and worked to improve the environment for conducting audits. Accordingly, the Audit & Supervisory
Board Members conducted the following audit:(i) In addition to attending meetings of the Board of Directors and other important meetings, the Audit & Supervisory Board
Members received reports from directors and other employees regarding the performance of their duties, and when deemednecessary, sought explanations, perused important documents including matters subject to executive approval, andconducted examinations of conditions of business and assets at the head office and other major business offices. In addition,
opinions were exchanged regularly with the representative directors.
(ii) The Audit & Supervisory Board Members also periodically received reports from directors and other employees, inaccordance with the auditing standards for internal control systems established by the Audit & Supervisory Board, sought
explanations as necessary, and expressed their opinions regarding the contents of resolutions by the Board of Directors
concerning the development of systems stipulated in Article 100, Paragraphs 1 and 3 of the Enforcement Regulations of
the Companies Act, which are necessary to ensure that directors’ performance of their duties is in conformity with laws
and regulations and the Articles of Incorporation of the Company and to ensure the appropriateness of operations of theCompany and its subsidiaries, as described in the business report, as well as the status of the building and management of
the system developed pursuant to such resolutions (internal control system).
(iii) With regard to subsidiaries, the Audit & Supervisory Board Members worked to communicate and exchange information
with the Directors and Audit & Supervisory Board Members, etc. of the subsidiaries, attended the Board of Directors
meetings of the subsidiaries as necessary, received reports on the business and financial condition of the subsidiaries, andexpressed their opinions.
Based on the above methods, we have reviewed the business report and supplementary schedules attached thereto for the
relevant fiscal year.
(iv) We monitored and verified whether or not the accounting auditor has properly carried out audits while maintaining its
independence. We also received reports from the accounting auditor on the performance of its duties and have asked it toprovide explanations when necessary. In addition, we sought explanations as necessary, upon having received notice fromthe accounting auditor that the “systems for ensuring that the performance of the duties is being carried out properly”(matters stipulated in each item of Article 131 of the Regulation on Corporate Accounting) have been developed inaccordance with the “Quality Control Standard for Audit” (Business Accounting Council, October 28, 2005), etc.
Based on the methods described above, we reviewed the Non-consolidated Financial Statements (Non-consolidated balance
sheet, Non-consolidated statement of income, Non-consolidated statement of changes in equity, and Notes to nonconsolidated financial statements), supplementary schedules attached thereto, and the Consolidated Financial Statements(Consolidated balance sheet, Consolidated statement of income, Consolidated statement of changes in equity, and Notes toconsolidated financial statements).

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2.

Audit Results(1) Audit results of the Business Report, etc.
(i) We deem that the Business Report and supplementary schedules attached thereto fairly represent the situation of theCompany in accordance with relevant laws and regulations, and the Articles of Incorporation.
(ii) We deem there to be no misconduct or material fact constituting a violation of relevant laws and regulations, or the Articles
of Incorporation, regarding the Directors in performing their duties.
(iii) We deem that resolutions of the content of the Business Report and Board of Directors regarding the internal control
systems are appropriate in content. We also deem there to be no issues to be pointed out with respect to the Directors in
performing their duties regarding the internal control systems.
(2) Audit results of the Non-consolidated Financial Statements and supplementary schedules attached thereto
We deem that the methods and results of audits performed by the accounting auditor, BDO Sanyu are appropriate.
(3) Audit results of the Consolidated Financial Statements
We deem that the methods and results of audits performed by the accounting auditor, BDO Sanyu are appropriate.
May 17, 2022
Sun Frontier Fudousan Co., Ltd. Audit & Supervisory Board
Audit & Supervisory Board Member (full-time) Kouichi Shinada
Outside Audit & Supervisory Board Member

Koichi Moriya

Outside Audit & Supervisory Board Member

Hidetaka Tanaka―56―

〈Note〉―57―

〈Note〉―58―