Financial Results for the Third quarter of the Fiscal Year Ending February 28, 2022
(Japanese GAAP, Consolidated)
January 14, 2022
Name of company:
Stock code:
Representative:
Contact:

dip Corporation
Stock exchange listing: Tokyo Stock Exchange
2379
URL:
https://www.dip-net.co.jp/en/
Hideki Tomita, Representative Director, President and CEO
Haruhiko Arai, Corporate Officer, CFO, Head of Corporate Management Group
Phone: +81-3-5114-1177

Scheduled date of filing financial statements:

January 14, 2022

Supplementary documents to the financial results:
Financial results briefing:

Available
Scheduled (for institutional investors and analysts)

Dividend payment date:-(All figures are rounded down to the nearest million yen)
1. Consolidated Operating Results for the Nine Months Ended November 30, 2021
(1) Consolidated business performance(Percentage figures indicate year-on-year change)
Net Income
Sales
Operating Income
Ordinary Income
Attributable to
Owners of Parent¥ million%¥ million%¥ million%¥ million%
28,06314.4
3,857(35.0)
3,659(29.7)
2,667
Nine months ended November 30, 2021
24,534
5,938
5,204
98
Nine months ended November 30, 2020
(Reference) Comprehensive income:FY’22/2 Q3¥2,702 million (-%)
FY’21/2 Q3
72 million (-%)
Net Income
per Share

Diluted Net Income
per Share

¥
48.09
1.80

Nine months ended November 30, 2021
Nine months ended November 30, 2020

¥
47.97
-

Note: Year-on-year changes for the nine months ended November 30, 2020 are not shown since consolidated accounting has been adopted from FY’21/2 Q3.
Diluted net income per share for the nine months ended November 30, 2020 is not shown since the issuable shares did not have a dilutive effect.

(2) Consolidated financial position
Total Assets

Net Assets¥ million
41,05335,869FY’22/2 Q3
FY’21/2(Reference) Shareholders’ equity:

FY’22/2 Q3

Shareholders’ Equity Ratio¥ million
32,12831,178¥31,566 million

FY’21/2

%
76.9
84.4
¥30,269 million

2. Dividends
Annual Dividends
End of Q1¥

FY’21/2
FY’22/2

End of Q2¥-

Year-end

End of Q3
¥

27.00
27.00

Total

¥

-

FY’22/2 (forecast)

¥

29.00

56.00

29.00

56.00

(Note) Revisions to the latest dividend forecast: Yes
3. Consolidated Operating Results Forecast for FY’22/2 (from March 1, 2021 to February 28, 2022)(Percentage figures indicate year-on-year change)
Net Income
Net Income
Sales
Operating Income
Ordinary Income
Attributable toper Share
Owners of Parent¥ million%¥ million%¥ million%¥ million%¥
Full-year

38,800~41,000

19.4
~26.2

4,800
~6,200(34.4)~(15.2)(Note) Revisions to the latest operating results forecast: Yes

4,500~5,900(30.8)~(9.2)

3,100~4,100410.1~ 574.7

55.88~73.90* Notes(1) Changes in significant subsidiaries during the period (Changes in specified subsidiaries causing changes in scope of
consolidation): None
Newly included: None
Excluded: None
(2) Adoption of special accounting methods for the preparation of quarterly financial statements: None
(3) Changes in accounting policies, changes in accounting estimates and restatements during the period under review
1. Changes in accounting policies resulting from revisions to accounting standards:
None
2. Changes in accounting policies other than those in 1 above:None
3. Changes in accounting estimates:
None
4. Restatements:
None(4) Number of outstanding shares (Common stock)
1. Number of shares issued at the end of period(including treasury shares)

FY’22/2 Q3

60,140,000 shares

FY’21/2

60,140,000 shares

2. Number of treasury shares at the end of
periodFY’22/2 Q3

4,356,467 shares

FY’21/2

4,815,802 shares

3. Average number of shares outstanding
during period

FY’22/2
First Nine Months

55,480,392 shares

FY’21/2
First Nine Months

54,642,286 shares

Treasury shares include the number of Company shares owned by the ESOP trust account (1,644,240 shares at the end of
FY’21/2; 1,582,465 shares at the end of FY’22/2 Q3) and the number of Company shares owned by BIP trust account(74,206 shares at the end of FY’21/2; 100,706 shares at the end of FY’22/2 Q3).
* The Financial Results are not subject to audit by a certified public accountant or an audit firm.
* Explanation on the appropriate use of operating results forecasts and other notes(Notes on forward-looking statements)
The forward-looking statements contained herein are based on the information currently available to the Company’s management
and certain assumptions the Company deems reasonable at the time of preparing Financial Results. Actual results may differ
significantly from the forecasts due to a variety of factors. For assumptions regarding operating results forecasts and notes on theuse of the forecasts, see the section “(3) Operating Results Forecast” under “1. Qualitative Information” on page 3.
(Delivery of supplementary documents on the financial results)
Supplementary documents on the financial results are scheduled to be posted on the Company’s website on January 14, 2022.

○Table of Contents
1. Qualitative Information.......................................................................................................................................................................... 2(1) Operating Results ............................................................................................................................................................................. 2(2) Financial Position ............................................................................................................................................................................. 3(3) Operating Result Forecasts............................................................................................................................................................... 3
2. Quarterly Consolidated Financial Statements and Primary Notes ......................................................................................................... 4(1) Consolidated Balance Sheet ............................................................................................................................................................. 4(2) Consolidated Statements of Income and Comprehensive Income .................................................................................................... 5
Consolidated Statement of Income .................................................................................................................................................. 5
Consolidated Statement of Comprehensive Income......................................................................................................................... 6(3) Consolidated Statement of Cash Flows ............................................................................................................................................ 7(4) Notes on Consolidated Financial Statements ................................................................................................................................... 8(Notes on Going Concern Assumption) ............................................................................................................................................. 8(Change in Scope of Consolidation or Scope of Application of Equity Method)............................................................................... 8(Additional Information) .................................................................................................................................................................... 8(Notes on Material Changes in Shareholders’ Equity) ..................................................................................................................... 11(Segment Information, etc.) ............................................................................................................................................................. 12(Significant Subsequent Events) ...................................................................................................................................................... 13―1－

1. Qualitative Information
The AI/RPA business has been renamed DX business, starting FY’22/2.
To further promote the DX of the recruiting process of client companies, we have reviewed our business management categories andchanged the reported segment category of Corporate Recruiting Page KOBOT (previously Baitoru RHP) from the personnel recruiting
services business to the DX business, effective FY’22/2. For purposes of comparison, figures for the nine months ended November 30,
2020, are based on the new categorization.

(1) Operating Results
Since its establishment in 1997, dip Corporation (hereinafter, the “Company”) has assisted its client companies with the recruiting anddeployment of human resources by providing online job information sites, as well as creating an environment where each job seeker canwork with enthusiasm and energy, based on its corporate philosophy of ‘Here at dip, we want to tap into dreams, ideas and passion tocreate a better society.’
Since FY’20/2, under the corporate vision of becoming a ‘Labor force solution company,’ the Company has been striving to solve
diverse labor-related issues as a ‘General Trading Company Dealing in Labor Force’ that provides clients with personnel recruiting
services and DX (digital transformation) services.
Thanks to the steady recovery of the personnel recruiting services business following the lifting of the state of emergency on September
30, 2021 and the continued high growth of the DX business, sales for the nine months ended November 30, 2021, amounted to ¥28,063
million (up 14.4% year on year).
With regard to costs, the Company made upfront, large-scale advertising investments to further increase market share by capturing the
rapid recovery of the job market and to increase recognition of Baitoru PRO. As a result, for the nine months ended November 30, 2021,
operating income, ordinary income and net income attributable to owners of parent stood at ¥3,857 million (down 35.0% year on year),¥3,659 million (down 29.7% year on year) and ¥2,667 million, respectively.
The following is an overview of results by segment.
(i) Personnel Recruiting Services Business
The personnel recruiting services business operates job advertising platforms, including Baitoru, a job information site for part-timeworkers, Baitoru NEXT, a job information site for regular employees and contract employees, and Hatarako.net, a comprehensive job
information site. The Company aims to expand the user and customer bases for these platforms through the vigorous efforts of its sales
force and the award-winning quality of its websites.
During the nine months ended November 30, 2021, sales saw steady recovery as we launched large-scale promotional campaigns while
competitors refrained from advertising. As a result, segment sales and segment profit for the nine months ended November 30, 2021,
were ¥26,188 million (up 9.6% year on year) and ¥ 6,946 million (down 25.6% year on year). Sales recovered to pre-pandemic levels in
December 2021. We will continue to capture the rapid recovery of the job market in an effort to grow our market share further.
With more than 300,000 job postings, Baitoru PRO, a comprehensive job information site for specialized jobs that was launched in
May 2021, is seeing steady progress as it gained the largest number of job postings in the beauty care and childcare sectors in addition
to the nursing care sector. The Company will continue to make efforts to expand services in the specialized job sector, which is facing aserious labor shortage, by making the most of its sales force, customer base, and promotion know-how.
(ii) DX Business
Since September 2019, the DX business has been supporting the digital transformation (DX) of SMEs through the offering of KOBOT,a DX service packaged according to the workflows of client companies. The product is based on a subscription model, and is designed
specifically for small and medium sized companies and is packaged with a limited number of functions.
During the first nine month ended November 30, 2021, sales of the Interview Scheduling KOBOT, which automatically schedules
interviews with job applicants, accelerated, while sales of subscription-based SaaS products including the Corporate Recruiting Page
KOBOT, which creates client recruiting pages featuring Baitoru’s unique functions such as workplace introduction videos, also grew.
As a result, segment sales were ¥1,875 million (up 193.1 % year on year) and segment profit was ¥386 million, respectively.
The Company will strive to further expand its business by continuing to enhance its customer base and product lineup and strengthening
the customer success function, thereby ensuring stable stock revenue.

―2－(2) Financial Position(ⅰ) Analysis of Financial Position
Total assets recorded at the end of FY’22/2 Q3 were ¥41,053 million, an increase of ¥5,184 million from the end of the previous
fiscal year. The main factors were increases of ¥2,774 million in cash and deposits, ¥1,139 million in notes and accounts receivable- trade, ¥750 million in intangible assets and ¥548 million in investments and other assets.
Total liabilities stood at ¥8,924 million, an increase of ¥4,233 million from the end of the previous fiscal year. The main factors
were increases of ¥1,428 million in income taxes payable and ¥2,517 million in other current liabilities.
Net assets were ¥32,128 million, an increase of ¥950 million from the end of the previous fiscal year. The main factors were an
increase of ¥1,399 million in capital surplus and a decrease of ¥347 million in retained earnings.
(ⅱ) Status of Cash Flows
Cash and cash equivalents (hereinafter referred to as “cash”) at the end of the third quarter of FY’22/2, were ¥15,237 million.
The breakdown of cash flows in the nine months ended November 30, 2021, is as follows:(Cash flows from operating activities)
Net cash provided by operating activities was ¥8,168 million (an increase of ¥4,494 million year on year). This was mainly
attributable to net income before income taxes of ¥3,862 million, depreciation of ¥1,816 million, share-based remuneration
expenses of ¥572 million, an increase in accounts payable - other by ¥1,863 million and an income tax refund of ¥609 million,
which offset a ¥1,140 million increase in trade receivables.
(Cash flows from investing activities)
Net cash used in investing activities was ¥2,806 million (a decrease of ¥9,125 million year on year). This was mainly
attributable to the purchase of intangible assets amounting to ¥2,276 million and the purchase of property, plant and equipment
totaling ¥481 million.
(Cash flows from financing activities)
Net cash used in financing activities amounted to ¥2,587 million (a decrease of ¥481 million year on year). This was mainly
attributable to a dividend payment of ¥3,183 million, which offset ¥487 million in proceeds from the exercise of employee shareoptions.

(3) Operating Result Forecasts
Dip has revised its sales forecast for FY’22/2 Q4 in consideration of factors such as the expected impact of the resurgence of COVID19 on client companies’ job advertisements. It also plans to make an upfront advertising investment of ¥1.4 billion in FY’22/2 Q4 in
anticipation of a further increase in market share after the pandemic and sales growth in Baitoru PRO. Based on these factors, dip
revises its full-year operating results forecasts for FY’22/2.
Consolidated operating results forecast for FY’22/2 (from March 2021 to February 2022)

Sales
Operating Income
Ordinary Income
Net Income Attributableto Owners of Parent

FY’21/2(Actual)¥ million
32,494
7,312

FY’22/2(Forecast)¥ million
38,800 ~ 41,000
4,800 ~ 6,200

Change(in amount)¥ million
6,305 ~ 8,505(2,512) ~ (1,112)%+19.4% ~ +26.2%(34.4)% ~ (15.2)%

6,501

4,500 ~ 5,900(2,001) ~ (601)(30.8)% ~ (9.2)%607

3,100 ~ 4,100

2,492 ~ 3,492+410.1% ~ +574.7%―3－

Change(in percentage)

2. Quarterly Consolidated Financial Statements and Primary Notes(1) Consolidated Balance Sheet(Thousands of yen)

AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade
Supplies
Other
Allowance for doubtful accounts
Total current assets
Non-current assets
Property, plant and equipment
Intangible assets
Software
Other
Total intangible assets
Investments and other assets
Investment securities
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Accounts payable – trade
Income taxes payable
Provision for repayment
Provision for bonuses
Asset retirement obligations
Other
Total current liabilities
Non-current liabilities
Provision for share-based remuneration
Provision for share-based remuneration for directors
Asset retirement obligations
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders' equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Total shareholders' equity
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Total accumulated other comprehensive income
Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets―4－

FY’21/2
As of February 28, 2021

FY’22/2 Q3
As of November 30, 2021

12,462,677
3,564,913
5,421
1,862,167(113,149)
17,782,031

15,237,282
4,704,699
23,1781,518,502(114,979)
21,368,682

1,698,070

1,997,012

6,155,008
676,615
6,831,623

6,382,512
1,199,438
7,581,951

5,663,928
3,905,191(11,455)
9,557,664
18,087,358
35,869,390

5,847,332
4,271,201(12,397)
10,106,136
19,685,100
41,053,783

283,333
19,912
203,690
44,7153,024,936
3,576,588

378,754
1,428,711
20,918281,944
45,104
5,542,151
7,697,585

78,260116,840
480,554438,946
1,114,601
4,691,190

77,813130,237
481,818
537,539
1,227,408
8,924,993

1,085,000
3,234,282
28,270,725(2,287,095)
30,302,911

1,085,000
4,633,423
27,922,812(2,076,829)
31,564,406(33,575)(33,575)
892,247
16,61531,178,199
35,869,390

2,024
2,024
546,239
16,11832,128,789
41,053,783

(2) Consolidated Statements of Income and Comprehensive Income
Consolidated Statement of Income(Thousands of yen)
FY’21/2 Q3Nine months ended
November 30, 2020
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Insurance claim income
Dividend income of insurance
Subsidy income
Other
Total non-operating income
Non-operating expenses
Share of loss of entities accounted for using equity
methodAmortization of restricted stock remuneration
Other
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on change in equity
Gain on reversal of share acquisition rights
Total extraordinary income
Extraordinary losses
Loss on valuation of investment securities
Total extraordinary losses
Profit before income taxes
Income taxes - current
Income taxes - deferred
Total income taxes
Net Income
Net (loss) income attributable to non-controlling interests
Net income attributable to owners of parent―5－

FY’22/2 Q3Nine months ended
November 30, 2021

24,534,424
2,394,455
22,139,968
16,201,297
5,938,671

28,063,805
3,329,043
24,734,761
20,877,164
3,857,597

2,584
5,353
14,887990
9,273
33,0894,308
4,800
16,356
12,342
17,66455,471

692,371

106,62164,990
9,893
767,255
5,204,505

131,615
15,423
253,660
3,659,407

46,807
199,490
246,297

202,915
202,915

5,017,997
5,017,997
432,805
1,646,009(1,311,007)
335,001
97,803(376)
98,1793,862,323
1,511,503(315,582)
1,195,921
2,666,402(1,501)
2,667,903

Consolidated Statement of Comprehensive Income(Thousands of yen)
Nine months ended
November 30, 2020
Net income
Other comprehensive income
Valuation difference on available-for-sale securities
Share of other comprehensive income of entities accounted for using equity method
Total other comprehensive income
Comprehensive income(Breakdown)Comprehensive income attributable to owners of parent
Comprehensive income attributable to non-controlling interests―6－

Nine months ended
November 30, 2021

97,803

2,666,402(27,125)
2,117(25,008)
72,79535,941(21)
35,9202,702,322

73,171(376)

2,703,824(1,501)

(3) Consolidated Statement of Cash Flows(Thousands of yen)
Nine months ended
November 30, 2020
Cash flows from operating activities
Net income before income taxes
Depreciation
Share-based remuneration expenses
Interest and dividend income
Insurance claim income
Commission expenses
Share of loss (profit) of entities accounted for using
equity method
Loss (gain) on change in equity
Gain on reversal of share acquisition rights
Loss (gain) on valuation of investment securities
Decrease (increase) in trade receivables
Increase (decrease) in trade payables
Increase (decrease) in accounts payable - other
Increase (decrease) in unearned revenue
Increase (decrease) in allowance for doubtful accounts
Increase (decrease) in provision for bonuses
Increase (decrease) in provision for repayment
Decrease (increase) in other assets
Increase (decrease) in other liabilities
Other, net
SubtotalInterest and dividends received
Proceeds from insurance income
Income taxes paid
Income taxes refund
Cash flows from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Purchase of investment securities
Payments of leasehold and guarantee deposits
Proceeds from refund of leasehold and guarantee
deposits
Cash flows from investing activities
Cash flows from financing activities
Purchase of treasury shares
Proceeds from sales of treasury shares
Proceeds from exercise of employee share options
Dividends paid
Proceeds from share issuance to non-controllingshareholders
Other, net
Cash flows from financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at the end of period―7－

Nine months ended
November 30, 2021

432,805
1,486,156
325,560(2,584)(5,353)9,262

3,862,323
1,816,989
572,099(4,308)(4,800)13,504

692,371

106,621(46,807)(199,490)
5,017,997
2,106,432(40,195)(1,953,217)(45,410)(5,272)(110,566)(6,618)81,328(680,423)
42,1997,098,175
38
5,353(3,430,018)
3,673,548(202,915)(1,140,728)
95,421
1,863,069
135,138
2,772
78,254
1,006
90,420463,059(1,824)
7,746,101
2,193
4,800
(194,055)
609,242
8,168,282(145,631)(2,267,408)(9,519,461)(4,246)(481,108)(2,276,181)(50,000)
(889)

4,969

2,106

(11,931,779)(2,806,074)

66,483(3,150,849)(90,255)
210,947
487,544(3,183,669)

25,0081,333(9,262)(3,068,620)(11,326,851)
19,241,526
7,914,674(13,504)(2,587,603)
2,774,604
12,462,677
15,237,282

(4) Notes on Consolidated Financial Statements(Notes on Going Concern Assumption)
Not applicable(Change in Scope of Consolidation or Scope of Application of Equity Method)
Significant change in scope of application of equity method
In the second quarter of FY’22/2, GAUSS Co., Ltd. and JOLLY GOOD Inc. were removed from the scope of equity method
application since they ceased to fall under affiliated companies pursuant to the effective control approach.

(Additional Information)(Employee Stock Ownership Plan (ESOP) Trust)
In May 2012, the Company introduced an employee stock ownership plan trust (“ESOP trust”) to enhance corporate value in themedium and long term by motivating Company employees to work harder, to create a greater awareness of participation in
management and to further promote management aimed at increasing the value of Company shares.
(1) Summary of plan
By contributing funds for the acquisition of Company shares, the Company established a trust with employees who satisfy
certain requirements as the beneficiaries. Over a predetermined acquisition period, the trust acquires from the stock market
Company shares in the number expected to be delivered to Company employees in accordance with pre-established Stock
Granting Regulations. Subsequently, the trust delivers or pays to employees without compensation, either whilst in employment
or on retirement, Company shares or the proceeds from their sale according to the rank and years of service of employees during
the trust period in accordance with the Stock Granting Regulations.
(2) Company shares remaining in the trust
Company shares held in the ESOP trust account are recorded as treasury shares under net assets at book value to the trust(excluding ancillary expenses). The book value and number of treasury shares are ¥105,409 thousand and 1,644,240 shares,
respectively, at the end of the previous fiscal year, and ¥101,443 thousand and 1,582,465 shares, respectively, at the end of thethird quarter of FY’22/2.
(Board Incentive Plan (BIP) Trust)
In August 2016, the Company introduced a Board Incentive Plan (BIP) trust for directors (excluding outside directors and overseas
residents; the same applies hereinafter) to increase their motivation to contribute to improving corporate value in the medium tolong term and to share a common sense of interest with the shareholders. The Board of Directors resolved to extend the duration of
the Plan at its meeting held on June 22, 2021.
(1) Summary of plan
By contributing funds for the acquisition of Company shares, the Company established a trust with directors who satisfy certain
requirements as the beneficiaries. The trust acquires, by way of third-party allotment from the Company, Company shares in
the number expected to be delivered to Company directors in accordance with pre-established Stock-based Compensation
Regulations. Subsequently, the trust delivers to directors who meet certain beneficiary requirements on the fixed date of thebeneficiary right such as their retirement Company shares or the cash equivalent of the proceeds from their sale determinedaccording to performance indicators, etc. each fiscal year in accordance with the Stock-Based Compensation Regulations.
(2) Company shares remaining in trust
Company shares held in the BIP trust account are recorded as treasury shares under net assets at book value to the trust(excluding ancillary expenses). The book value and number of treasury shares are ¥221,950 thousand and 74,206 shares,
respectively, at the end of the previous fiscal year, and ¥311,652 thousand and 100,706 shares, respectively, at the end of thethird quarter of FY’22/2.

―8－

(Restricted Stock-Based Compensation Plan for Employees)
In August 2020, the Company introduced a restricted stock-based compensation plan (the “Plan”) in order to motivate its
employees to maximize the social and economic value of the Company by strengthening their alignment with shareholders andthereby contributing toward the realization of the Company’s corporate vision of becoming a ‘Labor force solution company’.
At the board of directors meeting held on June 22, 2021, the Company resolved to allot shares to employees who were hired on
April 2, 2020 and onwards and who were promoted after May 2020.
(1) Summary of plan
The eligible employees will pay all monetary claims granted by the Company under the Plan as payment in kind, and, in
return, be subject to issuance or disposition of common stock of Company shares. The amount to be paid per common stockthat will be issued or disposed of to the eligible employees by the Company under the Plan will be determined by the Board of
Directors based on the closing price of common stock of Company shares on the Tokyo Stock Exchange on the business day
immediately preceding the date of resolution by the Board of Directors (if there is no closing price on such date, the amountwill be based on the closing price on the most recent trading day) to the extent that such amount will not be an amountparticularly favorable to the eligible employees who subscribe for such common stock.
In addition, when issuing or disposing of the Company’s common stock under the Plan, a restricted share allotment
agreement will be executed between the Company and the eligible employees. The contents of such agreement will include,
among other matters, (i) a provision preventing the eligible employees from transferring, creating security interest, orotherwise disposing of the Company’s common stock that has been allotted to the eligible employees under the restricted shareallotment agreement for a certain period, and (ii) a provision that, if certain events should arise, the Company will acquire suchcommon stock for no consideration.
(2) Conditions to release transfer restriction
The transfer restriction will be released at the expiry of the period of restriction on transfer in question (or on the date thesummary report on financial results for the year ending February 2025 is released, if such report is released prior to the expiryof the period of restriction on transfer) for all or part of the allotted shares, subject to the enrollment conditions, which require
such employees to remain in a position of director, corporate officer (who does not hold a position as director), employee or
equivalent throughout the period of restriction on transfer in question and based on the position conditions and the performance
conditions, which are set forth below. The Company will automatically acquire the allotted shares for which the transfer
restriction is unreleased, for no consideration.
However, if an employee from among the eligible allottees retires or resigns from the position of director, corporate officer(who does not hold a position as director), employee or equivalent prior to the expiry of the period of restriction on transfer inquestion for reasons deemed justifiable by the Board of Directors, the number of allotted shares for which the transfer
restriction will be released and the timing of releasing the transfer restriction shall be adjusted reasonably as needed.
The details of the performance conditions are as follows:a. Eligible employees belonging to the DX Business GroupThe restriction on transfer will be released depending on the level to which the DX business achieves the sales andoperating income targets disclosed in the summary report on financial results for the year ending February 2025. The
targets will be ¥45 billion for sales and ¥10.8 billion for operating income.
b. Eligible employees belonging to any other department than the DX Business GroupThe restriction on transfer will be released depending on the level to which the Company achieves consolidated sales andconsolidated operating income (or non-consolidated sales and non-consolidated operating income if non-consolidated)targets disclosed in the summary report on financial results for the year ending February 2025. The targets will be ¥100
billion for sales and ¥30 billion for operating income.
(3) Total number of shares to be held by eligible employees
1,015,594 shares―9－

(Restricted Stock-Based Compensation Plan for Directors)
The Company obtained approval for the following at its 24th Annual General Meeting of Shareholders (the “General Meeting of
Shareholders”) held on May 26, 2021: i) introducing a compensation plan utilizing restricted stock (with performance-based
conditions) for directors (the “Plan”) in order to encourage the Company’s directors (excluding outside directors; hereinafter the“Eligible Directors”) to maximize the social and economic value of the Company by strengthening their alignment with ourshareholders and thereby contributing toward the realization of our corporate vision of becoming a ‘Labor force solution company’and ii) setting the upper limit of the total annual amount of monetary claims paid to Eligible Directors as compensation utilizing
restricted stock based on the Director Compensation Plan at 900,000 thousand yen. However, said total amount of monetary claims
is based on the assumption that, as a rule, an amount equivalent to consideration for the execution of duties over four fiscal years
will be paid in a lump sum. In reality, this is equivalent to payments of up to 225,000 thousand yen per fiscal year.
The Company has also obtained approval for the following: i) that the upper limit of the total number of restricted stock to be
allotted each fiscal year to Eligible Directors will be 350,000 shares (the assumption is, as a rule, that shares equivalent to theconsideration for the execution of duties over four fiscal years will be allotted in a lump sum; in reality, this is equivalent to allotmentsof up to 87,500 shares (0.15% of issued shares) per fiscal year); and ii) that the period of restriction on transfer of the restricted stock
will be a period within four years stipulated by the Board of Directors (the “Period of Restriction on Transfer”).
(1) Summary of plan
The Eligible Directors will pay all monetary claims granted by the Company as payment in kind in accordance with theresolution of the Company’s Board of Directors, and, in return, be subject to issuance or disposition of common stock ofCompany shares. The amount to be paid per restricted stock will be determined by the Board of Directors based on the closing
price of common stock of Company shares on the Tokyo Stock Exchange on the business day immediately preceding the dateof resolution by the Board of Directors on the issuance or disposal of such restricted stock (if there is no closing price on suchdate, the amount will be based on the closing price on the most recent trading day) to the extent that such amount will not be an
amount particularly favorable to the Eligible Directors who subscribe for such restricted stock.
In addition, when issuing or disposing of the Company’s common stock under the Plan, a restricted share allotment agreement
will be executed between the Company and the Eligible Directors. The contents of such agreement will include, among othermatters, (i) a provision preventing the Eligible Directors from transferring, creating security interest, or otherwise disposing of
the Company’s common stock that has been allotted to the Eligible Directors under the restricted share allotment agreement fora certain period, and (ii) a provision that, if certain events should arise, the Company will acquire such common stock for no
consideration.
(2) Conditions to release transfer restriction
The transfer restriction will be released at the expiry of the period of restriction on transfer in question (or on the date thesummary report on financial results for the year ending February 2025 is released, if such report is released prior to the expiryof the period of restriction on transfer) for all or part of the allotted shares, subject to the enrollment conditions, which require
Eligible Directors to remain in a position of director of the Company, a director of a subsidiary of the Company or equivalentthroughout the period of restriction on transfer and based on the position conditions and the performance conditions, which areset forth below. The Company will automatically acquire the allotted shares for which the transfer restriction is unreleased, forno consideration.
However, if an Eligible Director retires or resigns from the position of director of the Company, a director of a subsidiary of
the Company or equivalent prior to the expiry of the period of restriction on transfer for reasons deemed justifiable by the Boardof Directors, the number of allotted shares for which the transfer restriction will be released and the timing of releasing thetransfer restriction shall be adjusted reasonably as needed.
With regard to the performance conditions, the restriction on transfer will be released depending on the level of achievement ofconsolidated sales and consolidated operating income targets (non-consolidated sales and non-consolidated operating incometargets if non-consolidated) disclosed in the summary report on financial results for the year ending February 2025. The targets
will be ¥100 billion for sales and ¥30 billion for operating income.
(3) Total number of shares to be held by Eligible Directors
160,000 shares―10－(Accounting Estimates Following the COVID-19 Pandemic)
The spread of COVID-19 has had a spillover effect on client companies’ job advertisements, affecting the dip Group’s businessactivities as well. However, sales have been recovering on the back of the lifting of the state of emergency on September 30, 2021,
as well as the progress in vaccination, the effects of fiscal and monetary easing, and other government-led initiatives for economic
recovery.
Although the number of COVID-19 infections in Japan is expected to continue to fluctuate within a small range for the time being,
we assume that economic activity will become more normalized in FY’23/2.
However, since it is extremely difficult to accurately predict when the COVID-19 pandemic will abate, the accounting estimatesfor impairment loss on non-current assets, the collectability of deferred tax assets, and the valuation of investment securities are
based on information available at the time of the preparation of consolidated financial statements under the assumption that the
impact of the pandemic will continue for a certain period of time in FY’22/2 and afterwards.

(Notes on Material Changes in Shareholders’ Equity)
The Company disposed of 267,477 shares of treasury shares as restricted stock-based compensation in accordance with a resolution
passed at the Board of Directors meeting held on July 7, 2021. As a result, treasury shares decreased by ¥167,635 thousand andcapital surplus increased due to the recording of a gain of ¥737,774 thousand from the disposal of treasury shares.
Additionally, the Company disposed of 26,500 shares of treasury shares following the continuation of the BIP Trust in accordancewith a resolution passed at the Board of Directors meeting held on the same day. As a result, treasury shares decreased by ¥16,654
thousand and capital surplus increased due to the recording of a gain of ¥73,047 thousand from the disposal of treasury shares. In
addition, 26,500 shares of the Company's stock acquired by the Trust, amounting to 89,702 thousand yen, are recorded as treasury
shares.
Furthermore, treasury shares decreased by ¥112,266 thousand due to the disposal of 179,100 shares as a result of the exercise ofstock options, and capital surplus increased due to the recording of a gain on disposal of treasury shares of ¥588,319 thousand.
In addition, the Company removed GAUSS Co., Ltd. and JOLLY GOOD Inc. from the scope of application of the equity methodin the second quarter of the current fiscal year. As a result, retained earnings increased due to the recording of ¥188,688 thousand inretained earnings brought forward.
Mainly due to these reasons, capital surplus, retained earnings, and treasury shares at the end of FY’22/2 Q3 were ¥4,633,423
thousand, ¥27,922,812 thousand, and ¥2,076,829 thousand, respectively.

―11－

(Segment Information etc.)[Segment information]
Ⅰ Nine months ended November 30, 2020 (March 1, 2020 to November 30, 2020)
1. Information on amounts of sales and profit or loss by reported segment(Thousands of Yen)
Reported segment
Personnel recruiting
services businessDX businessAmount recorded inconsolidated
statement of income(Note 2)Adjustment(Note 1)

Total

Sales
Sales ― outside
customers
Sales and transfer –inter-segment

23,894,606

639,817

24,534,424-

24,534,424

-

-

-

-

-

Total

23,894,606

639,817

24,534,424-

24,534,424

Segment profit

9,340,541(409,576)

8,930,964(2,992,293)

5,938,671(Notes) 1. Adjustment of segment profit (loss) of (¥ 2,992,293 thousand) is corporate expenses not allocated to any reported
segment. Corporate expenses are mainly selling, general, and administrative expenses that are not attributable to reported
segments.
2. Segment profit (loss) was reconciled with operating income on the consolidated statement of income.
2. Information on impairment loss of non-current assets and goodwill, etc. by reported segment
Not applicable.

Ⅱ Nine months ended November 30, 2021 (March 1, 2021 to November 30, 2021)
1. Information on amounts of sales and profit or loss by reported segment(Thousands of Yen)
Reported segment
Personnel recruiting
services businessDX businessAmount recorded inconsolidated
statement of income(Note 2)Adjustment(Note 1)

Total

Sales
Sales ― outside
customers
Sales and transfer –inter-segment

26,188,257

1,875,547

28,063,805-

28,063,805

-

-

-

-

-

Total

26,188,257

1,875,547

28,063,805-

28,063,805

Segment profit

6,946,863

386,077

7,332,940(3,475,343)

3,857,597(Notes) 1. Adjustment of segment profit (loss) of (¥ 3,475,343thousand) is corporate expenses not allocated to any reported
segment. Corporate expenses are mainly selling, general, and administrative expenses that are not attributable to reported
segments.
2. Segment profit (loss) was reconciled with operating income on the consolidated statement of income.
2. Information on impairment loss of non-current assets and goodwill, etc. by reported segment
Not applicable.

―12－3. Matters related to changes in reported segments
The reported segment that had previous been named the “AI/RPA business” has been renamed the “DX business” starting with thefirst quarter of FY’22/2.
Additionally, to further promote the DX of the recruiting process of client companies, we have reviewed our business management
categories and changed the reported segment category of Corporate Recruiting Page KOBOT (formerly Baitoru RHP), etc.*, which
had previously been under the “personnel recruiting services business”, to the “DX business”.
Segment information for the nine months ended November 30, 2020, shown above is based on the new categorization.
* Corporate Recruiting Page KOBOT is a service for creating websites for recruiting activities and assisting companies in the
recruiting process.

(Significant Subsequent Events)
None(Note) English documents are prepared as a courtesy to our stakeholders. In the event of any inconsistency between English language
documents and the Japanese-language documents, the Japanese-language documents will prevail.

―13－―12－