Note: This document is a translation of the original Japanese version and provided for reference purposes
only. In the event of any discrepancy between the Japanese original and this English translation, the Japaneseoriginal shall prevail.

Securities code 3694
June 11, 2024
(Date of starting e-provision measures: June 4, 2024)

To our shareholders
1 Honjomachi, Saga-shi, Saga

OPTiM CORPORATION
President

Shunji Sugaya

Notice of the 24th Ordinary General Meeting of Shareholders
We would like to take this opportunity to express our sincere gratitude for yourcontinued support.
We would like to inform you that we will hold the 24th Ordinary General
Meeting of Shareholders as follows.
We are taking e-provision measures for the calling of this General Meeting of
Shareholders. On the following website, we have released the e-provision measures
as the Notice of Calling the 24th Ordinary General Meeting of Shareholders.
Company Website(https://www.optim.com/investors/stock)
Please access the above website and then select and read the Notice of Callingthe 24th Ordinary General Meeting of Shareholders.
This information has also been released on the website below.
Website of the Tokyo Stock Exchange, Inc.
(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)
Please access the above website, enter/search for the name of the Company or
the securities code, select, in this order, Basic Information and Documents for
Public Inspection/PR information, and read them.
If you don't attend the Ordinary General Meeting of Shareholders, you can
exercise your voting rights through electronic or magnetic means (Internet, etc.) orin writing. We would appreciate it if you could kindly examine the reference
documents for the General Meeting of Shareholders included in the e-provision
measures and exercise your voting rights by 6:30 PM on Wednesday, June 26, 2024.
Yours sincerely―1―

To whom it may concern
1.

Date and timeThursday, June 27, 2024, 1:00 PM*The reception starts at 12:20 PM.

2.

Venue

1 Honjomachi, Saga-shi, Saga
OPTiM Headquarters Building

3.

AgendaMatters to bereported

1.

Business Report and Consolidated Financial Statements for the 24th
Fiscal Year (from April 1, 2023 to March 31, 2024) and the Results of
Audit of the Consolidated Financial Statements by the Accounting
Auditor and the Board of Corporate Auditors

2.

Report on the Financial Statements for the 24th Fiscal Year (FromApril 1, 2023 to March 31, 2024)

Resolutions
Proposal No. 1
Proposal No. 2
4.

Appointment of Six Board Directors
Determination of Stock Option Remuneration Amount and Details for
Board Directors (excluding Outside Board Directors)

Other decisions regarding the calling of the meeting(1) Only when you entrust a shareholder with your voting rights, can he or she exercise
those voting rights as an agent. Agents are limited to one person.
(2) If you don't express your opinion (yes or no) on items on the agenda and on the voting
rights exercise form, we interpret that as agreement with the agenda.
(3) If you redundantly exercise your voting rights on both the Internet and in writing, wecount only the voting rights exercised on the Internet. If you exercise your voting rights
on the Internet multiple times, we count the last exercise as effective.
End〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
 If you plan to attend the meeting in person, please submit the voting rights exercise form to
the receptionist at the meeting.
 At this General Meeting of Shareholders, regardless of whether a written delivery request is
made, a document describing the e-provision measures will be sent uniformly.
 If e-provision measures are revised, we will release details of the revision on each website
on which the measures are released.

―2―

[The exercise of voting rights through electronic or magnetic means]<Procedures for the exercise of voting rights on the Internet>
If you exercise your voting rights on the Internet, we would like to ask you to confirm thefollowing items while exercising your voting rights.
If you attend the General Meeting of Shareholders in person, it is not necessary for you to
exercise your voting rights by mail (voting rights exercise form) or on the Internet.

1. Site for exercising voting rights
(1)
(2)
(3)

You can access your voting rights on the Internet by accessing our site for exercising
voting rights (https://evote.tr.mufg.jp/) from a PC or a smartphone only. (The site cannot
be accessed from 2:30 AM through 4:30 AM every day.)In cases where a firewall is used for Internet access, antivirus software has been set, aproxy server is used, or TLS encrypted communication has not been specified, you may
not be able to use the site. It depends on your Internet use environment.
We will accept exercises of voting rights until 6:30 PM on Wednesday, June 26, 2024.
However, please exercise your voting rights early, and if you have any questions, pleasecontact the help desk.

2. How to exercise your voting rights on the Internet
(1)

(2)

From a PC• Please use the login ID and the temporary password written on the voting rights
exercise form on the site for exercising voting rights (https://evote.tr.mufg.jp/) andenter yes or no according to the instructions on the screen.
• To prevent unauthorized access (impersonated use) by third parties other thanshareholders and falsification of details related to the exercise of voting rights, thetemporary password can be changed to a password of your choice on the site forexercising voting rights.
• Whenever a General Meeting of Shareholders is called, we will notify you and send a
new login ID and temporary password.
From a smartphone• You can automatically access the site for exercising voting rights and exercise thoserights by using a smartphone to read the QR code written on the voting rights exercise
form to log in.
(You don't have to enter your login ID or temporary password.)• With some smartphone models, logging in cannot be done by reading the QR code. If
you cannot log in by reading the QR code, please exercise your voting rights by usinga PC as mentioned above in 2-(1).
*The QR code is a registered trademark of Denso Wave Incorporated.

―3―

3. Treatment of voting rights exercised multiple times(1)(2)

If you redundantly exercise your voting rights on both the Internet and in writing, wecount only the voting rights exercised on the Internet.
If you exercise your voting rights on the Internet multiple times, we count the last exercise
as effective.

4. Expenses incurred when accessing the site to exercise voting rights
Shareholders are requested to bear any expenses incurred when accessing the site to exercise
voting rights (Internet connection fees).
System inquiry
Trust Business Planning Division (Help desk), Mitsubishi UFJ Trust and Banking
Corporation
Tel: 0120-173-027 (Business hours 9:00 to 21:00, toll-free)<Use of the platform for electronically exercising voting rights (for institutional investors)>
With regard to the General Meeting, institutional investors can exercise their voting rights
by electronic or magnetic means from the Platform for Electronically Exercising Voting Rights
operated by ICJ, Inc.

―4―

[Online distribution of the General Meeting of Shareholders]
A webcast of this General Meeting will be available through a Zoom webinar. Shareholders
who would like to view the meeting online may register in advance by filling out the form. We
will separately inform you of the URL and password for viewing after the registration procedure
is completed.
1.

2.
3.
4.
5.
6.

Your equipment or network environment may prevent you from viewing the program. If
you encounter any problems, please check the operating environment from the Zoom Help
Center.
Zoom Help Center (https://support.zoom.us/hc/ja)
Online broadcasting of the meeting will not be considered as attendance at the meeting
under the Companies Act. You can only watch the meeting.
Future circumstances may prevent online distribution. Please check our website for
information on the status of the distribution.
It is prohibited to provide video or audio data to a third party, to show them in public, toreproduce or duplicate them, or to tell a third party how to log in to the site.
Only live broadcasts will be available. Please note that no on-demand delivery will bemade at a later date.
Please note that video and audio may not be properly transmitted due to problems with theInternet environment or equipment, or other circumstances.
Please be aware that video and audio may be affected by your computer environment(model, performance, etc.) and Internet connection environment (line conditions,connection speed, etc.) when viewing the webcast. Personal information of shareholders
who have registered will be used only for online viewing of the General Meeting of
Shareholders.

◆How to apply for online viewing◆
How to Register

Please register your name, shareholder number, e-mail address, and opinion through the
form.

Form
Deadline

Monday, June 24, 2024, 3:00 p.m.

―5―

Business Report
April 1, 2023
( Fromto March 31, 2024 )1. Current status of the corporate group(1)

Business conditions in the current consolidated fiscal year(i) Progress and results of the business
During the current consolidated fiscal year, the Group continued to steadily grow its
Mobile Management Services, which occupy an overwhelming market share, from theprevious consolidated fiscal year, while aiming to achieve significant growth by creating
innovation in the rapidly expanding DX (*1) market through X-Tech Services. The
Group's business was developed with both services as dual engines of growth.
The following are the specific progress details for the current consolidated fiscal year,
categorized into X-Tech Services, Mobile Management Services, and Other Services.
First, we would like to discuss X-Tech Services, which are at the center of proactive
growth investment.
Regarding Agritech, the introduction of the Pinpoint Time Spraying service, whichenables timely pest control through digital analysis of individual fields for paddy ricecultivation using drones, is rapidly spreading among paddy rice producers and agriculturalorganizations nationwide. From customers who used the Pinpoint Time Spraying service
last year, we have received inquiries about continued use and expansion of service usage,and new implementations are also rapidly increasing.
For Marketing DX, we are focusing on providing the OPTiM Digital Experience
platform. As a new development, we have started offering the Super App Platform for
Municipalities, which aims to create regions and communities where everyone can live
comfortably using digital tools. The Super App Platform for Municipalities is a platformthat allows residents to access all services and information provided by municipalities
through a single app and ID. By using the super app based on this platform, residents cancomplete various administrative procedures online without having to visit government
offices. Additionally, they can obtain desired and important information related tothemselves, such as garbage collection days, local news, and public safety and disasterprevention information. Municipalities can also promote digitalization by reducing staff
for office counter tasks and disseminating information tailored to residents' attributes.
This platform is being utilized in the Saga City Super App. This app achieved
approximately 38,000 downloads within nine months of its launch. With an effective
market penetration rate of approximately 30% among Saga residents, recognition of thisnew digital infrastructure for local government is spreading. It has also received highevaluations from external organizations, winning the Regional Award at the DigitalContent of the Year 2023 / 29th AMD Awards (*2) by the Association of Media in Digital(AMD). Furthermore, Saga City's initiatives using this app have been selected as―6―

recipients of TYPE 3 funding from the Digital Garden City National Initiative Grant
promoted by the Digital Agency. This TYPE 3 grant targets projects that not only meetthe requirements of TYPE 2, which involves the implementation of multiple services
using an open data linkage platform and can serve as a model case, but are also pioneering,
contribute to maintaining regional life through digital societal transformation, and receivea high overall evaluation, resulting in a higher funding limit and subsidy rate. The Groupaims to expand the Super App Platform for Municipalities services to municipalities
nationwide, leveraging the expertise gained from the Saga City Super App.
Regarding Digital Construction, the number of license contracts for the 3D surveying
smartphone app OPTiM Geo Scan has been steadily increasing. This is due to the
popularity of the basic functions of OPTiM Geo Scan, along with related services such as
OPTiM Geo Scan Advance, which enables easy high-precision 3D surveying over long
distances. These services allow smartphones to replace the expensive and specialized
surveying equipment traditionally required for surveying, and to complete all necessary
outputs such as drawing creation and quantity calculation on the smartphone. As a result,they have been widely used in various scenarios, including civil engineering surveys anddisaster site surveys. Additionally, OPTiM Geo Scan received the highest rating of "VE"from the New Technology Information System (NETIS) provided by the Ministry of Land,
Infrastructure, Transport, and Tourism. NETIS is a database system established by the
Ministry of Land, Infrastructure, Transport, and Tourism to share and provide information
related to new technologies for their utilization. By being registered in NETIS,
information is shared with clients such as national and local government agencies,
contractors, and consultants, encouraging nationwide use.
For Office DX, we are continuously upgrading the contract management service
OPTiM Contract and the document management service OPTiM Electronic Bookkeeping,both utilizing AI. We have added features to streamline document management andimproved AI analysis accuracy for contracts and forms, resulting in significantly
increased license numbers due to enhanced user convenience. Furthermore, both services
have obtained the Certification of Legal Requirements for Scanner Storage Software
under the Electronic Bookkeeping Law (*3) from the Japan Image and Information
Management Association (JIIMA). Users can comply with the electronic data storage
requirements mandated by the revised Electronic Bookkeeping Law without individuallyconfirming each requirement. With this certification, we can meet the demand forcompliance with law revisions, expecting further growth.
For Video Management DX, we are providing the cloud AI video analysis service
OPTiM AI Camera to various customers. For example, we have started offering it toFukuoka City and Kitakyushu City. In these municipalities, OPTiM AI Camera visualizes
the congestion status at government office counters, contributing to improved citizen
services and operational efficiency. Following these examples, we will provide OPTiM
AI Camera to municipalities nationwide, supporting the promotion of municipal DX.
Regarding Digital Health, we are strengthening the deployment of remote medical
services, and the network support system MINS for the surgical support robot system
hinotoriTM Surgical Robot System by Medicaroid Corporation is continuously growing.
Next, we will discuss Mobile Management Services, another pillar of our business.
For Mobile Management Services, we have established a structure to respond to diverseand deepening customer needs as mobile devices become more widespread, creating a―7―

more efficient and effective environment for Optimal Biz, which has held the top market
share for 13 consecutive years (*4). As a result of these measures, the number of licenses
for Optimal Biz has been steadily increasing in line with market growth. We will continue
to upgrade versions aimed at expanding market superiority and further growing theservice.
Finally, regarding Other Services, license sales for Optimal Remote and Tabho areprogressing as planned.
As a result of these activities, consolidated operating results for the current fiscal year
were as follows: net sales of 10,243,411,000 yen (up 10.4% year on year), operating profitof 1,940,238,000 yen (up 10.9% year on year), ordinary profit of 1,844,116,000 yen (up12.8% year on year), and profit attributable to owners of parent of 1,171,356,000 yen (up21.7% year on year).
*1 DX: Digital transformation. The concept is that the widespread adoption of IT will
improve people's lives in every aspect, meaning that companies will use technology
to fundamentally change the performance and scope of their business.
*2 AMD Awards: AMD annually selects and awards outstanding works or services fromamong the digital content released or announced in the past year, recognizing theachievements of individual creators or groups. For details, please refer to thefollowing website.
https://amd.or.jp/pressrelease/2024/20240305_29th_AMD_award_prize.pdf*3 Certification of Legal Requirements for Scanner Storage Software under theElectronic Bookkeeping Law: A system in which the Japan Image and Information
Management Association (JIIMA) checks whether commercially available softwareand software services for scanner storage (scanning documents received on paper andstoring them as electronic data) meet the requirements of the Electronic Bookkeeping
Law, and certifies those deemed to satisfy the legal requirements.
*4 Source: Deloitte Tohmatsu MIC Research Institute, Market Outlook of Collaboration& Mobile Management Software 2023 Edition, published in September 2023.
(ii)

Capital investment
The capital investment amount for this consolidated fiscal year is 94,399,000 yen. The
main details thereof are as follows: 34,736,000 yen for PCs and communication terminal
devices, 28,529,000 yen for drones and drone-related devices (after deducting 21,328,000
yen through reduction entry from government subsidies, etc.), and 15,428,000 yen for
agricultural machinery.

(iii) Financing
There were no notable fund procurements in the current consolidated fiscal year.
(iv) Transfer of business, absorption-type split, or incorporation-type demerger
Not applicable.
(v)

Acquisition of other company's businessNot applicable.

―8―

(vi) Succession to rights and obligations related to the business of other corporations, etc.,
as a result of absorption-type merger or absorption-type split
Not applicable.
(vii) Acquisition or disposal of shares or other equity or stock acquisition rights, etc., ofother companies
Not applicable.

―9―

(2)

Assets and profit/loss(i) Assets and profit/loss of the corporate group
The 21st period The 22nd period The 23rd period(Fiscal year
(Fiscal year
(Fiscal year
ended March 31, ended March 31, ended March 31,
2021)
2022)
2023)

Category

The 24th period(Current
consolidated
fiscal year)(Fiscal year
ended March 31,
2024)

Net sales(1,000 yen)

7,517,790

8,310,717

9,277,336

10,243,411

Ordinary profit(1,000 yen)

2,000,453

1,485,545

1,634,990

1,844,116

Profit attributable toowners of parent(1,000 yen)

1,237,601

943,561

962,761

1,171,356

22.49

17.14

17.49

21.28

Basic earnings per share(yen)

Total assets(1,000 yen)

6,248,906

7,387,477

8,219,451

9,562,534

Net assets(1,000 yen)

4,355,888

5,248,802

6,189,309

7,342,061

77.39

93.68

110.76

131.65

Net asset per share(Note)(yen)

1. Net income per share is calculated based on the average number of shares outstanding during the period,
excluding treasury stock. Net assets per share is calculated based on the total number of shares
outstanding at the end of the period, excluding treasury stock.

(ii)

Assets and profit/loss of the Company
The 24th period
The 21st period The 22nd period The 23rd period (Current fiscal(Fiscal year
(Fiscal year
(Fiscal year
year)
(Fiscal year
ended March 31, ended March 31, ended March 31,
ended March 31,
2023)
2021)
2022)
2024)

Category

Net sales(1,000 yen)

7,389,792

7,976,542

9,044,870

9,976,220

Ordinary profit(1,000 yen)

1,993,407

1,557,826

1,780,246

1,946,251

Profit attributable toowners of parent(1,000 yen)

1,234,659

1,013,067

1,000,320

1,046,513

22.43

18.40

18.17

19.01

Basic earnings per share(yen)

Total assets(1,000 yen)

6,086,965

7,313,454

8,218,043

9,409,930

Net assets(1,000 yen)

4,262,365

5,229,295

6,207,149

7,234,834

77.44

94.99

112.76131.38

Net asset per share(Note)(yen)

1. Net income per share is calculated based on the average number of shares outstanding during the period,
excluding treasury stock. Net assets per share is calculated based on the total number of shares
outstanding at the end of the period, excluding treasury stock.

―10―

(3)

Parent company and significant subsidiaries(i) Relationship with the parent company
Not applicable.
(ii)

Significant subsidiaries

Company nameShare capital

Investment ratio(Voting rights ratio)

Main business

OPTiM
AGRI MICHINOKU Corp.

80,000,000 yen

95.0 %

Smart agriculture business

OPTiM Bank
Technologies Corp.

30,000,000 yen

95.0 %

Sales of AI and IoT
solutions

OPTiM Digital
Construction Corporation

10,000,000 yen

100.0 %

Sales of ICT equipment forthe construction industry

YURASCORE Corp.

1,000,000 yen

100.0 %Development and sales ofcloud CRM

OPTiM Farm Corporation

20,000,000 yen

100.0 %

Smart agriculture business(4)

Issues to be addressed
The main issues to be addressed by the Group are as follows(i) Expansion of sales
The Group's business model is based on a sales structure centered on stock-based
licensing revenues. The Group has been steadily growing its dominant Mobile
Management Services while aiming to achieve significant growth by creating innovationin the rapidly expanding DX market. Under this strategy, the Group will continue to
steadily grow the successful Mobile Management Services while actively investing inachieving substantial growth for X-Tech Services, particularly the Agritech drone
pesticide spraying service and document management services for Office DX. The Groupaims to play a central role in the Fourth Industrial Revolution and intends to make flexible
and proactive growth investments when excellent investment opportunities arise toachieve this goal.

―11―

(ii)

Expansion of development personnel and strengthening of the organization
With stock-type license revenue as the Group's main source of income, the mostimportant issue is to increase the number of development department personnel andstrengthen the development system in order to handle multiple large-scale projects. The
Group believes that its excellent engineers are the source of its competitiveness, and theGroup is united in its efforts to recruit engineers.
On the other hand, there is a notable shortage of engineers in the whole market in the
IT-related fields in which the Group operates, particularly in AI-related fields. In addition
to acquiring talented engineers, we will work to raise the level of our organization by
providing training and study sessions for our current development personnel, and we will
also review our personnel and salary systems to reduce retirement risks.
We will further strengthen and improve our development system by improving our
project management methods and other measures through the use of temporary employeeswith skills that match each project.

(iii) Strengthening of intellectual property strategy
The Group believes that the source of business growth lies in innovation, and has been
actively engaged in research and development activities since its establishment. In
particular, from the fiscal year ended March 31, 2018, we have been working to strengthen
the personnel and operational structure of our research and development department inorder to establish a foothold to become a core company in the 4th Industrial Revolution.
In addition, since intellectual property rights are the basis of differentiation fromcompetitors and an important means to develop new markets and customers, we have beenworking on speeding up and streamlining our operations in addition to the integrated
planning and promotion of business and intellectual property strategies so that theacquisition of intellectual property rights is in synchronization with our businessdevelopment.
Examples of such initiatives include Patent No. 6290459, "Contract Management
System, Contract Management Method, and Contract Management Program" (Ministerof Education, Culture, Sports, Science and Technology Award, Kyushu Regional
Invention Award, FY2021), which resulted from R&D achievements with "OPTiM
Contract," and Patent No. 6928217, "Measurement Processing Device, Method, andProgram," which resulted from R&D achievements with "OPTiM Geo Scan."The knowledge gained through these efforts is disseminated domestically andinternationally to contribute to industrial development through intellectual property. At an
event hosted by the World Intellectual Property Organization (WIPO) in April 2023, aninterview with our President, Shunji Sugaya, about the use of intellectual property wasfeatured. In addition, examples of our intellectual property utilization in the agriculturalbusiness were included in WIPO's IP Advantage database (a database of intellectual
property use cases from around the world).
We will continue our efforts to secure competitive advantage through the acquisitionof intellectual property rights.

―12―

(iv) Compliance with the criteria for maintaining the listing in the prime market
The Company moved to the prime market upon the reorganization of the market
classification of the Tokyo Stock Exchange, Inc. in April 2022, but does not meet thecriteria for the ratio of tradable shares. We believe that meeting the criteria for maintaining
our listing in the prime market will be an important management prerequisite for the futureenhancement of our corporate value over the medium to long term.
Based on the "Progress Based on the Plan for Compliance with Listing MaintenanceCriteria," which was submitted on June 29, 2023, the Company intends to meet the criteria
for maintaining the listing by the fiscal year ending March 31, 2025, by implementing
measures to meet the ratio of tradable shares.

―13―

(5)

Principal businesses (as of March 31, 2024)
Segment information is omitted because the Group has a single business segment, license
sales and maintenance support services (Optimal).
The following are details of the Group's business activities by service category.
1)

X-Tech Services
Product/service nameClassification
Platform

Agritech

Digital Health
Digital Construction• OPTiM Cloud IoT OS• OPTiM IoT• OPTiM ID+• Pinpoint Time Spraying Service• Drone Sowing Service• Smart Rice
• Agri Field Manager• MINS (Medicaroid Intelligent Network System)• Online Healthcare Platform• OPTiM Geo Scan
• OPTiM Digital Experience

Marketing DX

Office DX

Video Management DX• Super App Platform for Municipalities• OPTiM Hardware My Portal• OPTiM Contract• OPTiM Denshichobohozon• OPTiM Store• OPTiM SaaS Management• OPTiM AI Camera• OPTiM AI Camera Enterprise

―14―

2)

Mobile Management Services
Product/service nameClassification
Mobile Management Service

3)• Optimal Biz

Other Services
Product/service nameClassification

Remote Management Service

Support Service

Other Services• Optimal Remote• Optimal Remote Web• Communication SDK• OPTiM Taglet• Optimal Setup• Optimal Diagnosis & Repair• Unlimited use of PC Software• Tabuho (Unlimited e-magazine reading service)• Other Products

―15―

(6)

Main sales offices (As of March 31, 2024)(i) OPTiM CORPORATION

OPTiM TOKYO(Tokyo Head Office)
OPTiM SAGA
(Saga Head Office)
OPTiM KOBE
TECH CENTER IIZUKA(Tech Center Iizuka)(ii)

1 Honjomachi, Saga-shi, Saga
7-1-1 Onoedori, Chuo-ku, Kobe-shi, Hyogo
Nihonseimei-Sannomiyaekimae Building 11F
680-41 Kawazu, Iizuka-shi, Fukuoka
Room 103, Center of Iizuka Research and Development

Subsidiaries

OPTiM
AGRI MICHINOKU Corp.
OPTiM Digital Construction
Corporation
OPTiM Bank
Technologies Corp.
YURASCORE Corp.
OPTiM Farm Corporation(7)

1-2-20 Kaigan, Minato-ku, Tokyo
Shiodome Building 18F

2-6-18, Shinmachi, Aomori-shi, Aomori
Nakashinmachi Building 3F
1-2-20 Kaigan, Minato-ku, Tokyo
Shiodome Building 18F
1 Honjomachi, Saga-shi, Saga
1-2-20 Kaigan, Minato-ku, Tokyo
Shiodome Building 18F
1-2-20 Kaigan, Minato-ku, Tokyo
Shiodome Building 18F

Employees (As of March 31, 2024)(i) Employees of the corporate group
Increase (decrease) from the end of the previous
consolidated fiscal year
Increase of 17

Number of employees
398 employees(Note)

1. The number of employees is the number of full-time employees and does not include temporary andpart-time employees.
2. The number of employees excludes employees seconded from the Company to outside consolidated
subsidiaries.
3. The number of employees includes employees seconded to the Company and its consolidated
subsidiaries from outside consolidated subsidiaries.
4. Since the Group's business is a single segment, license sales and maintenance support service (Optimal)business only, segment information is not provided.

(ii)

Employees of the Company

Number of employees
383 employees(Note)

Increase (decrease) fromthe end of the previous
fiscal year
Increase of 18

Average age

Average yearsof service

33.1 years old

4.9 years

1. The number of employees is the number of full-time employees and does not include temporary andpart-time employees.
2. The number of employees excludes employees seconded from the Company to other companies.
3. The number of employees includes employees seconded to the Company from other companies.

―16―

(8)

Principal lenders (As of March 31, 2024)
LenderBorrowing amountMizuho Bank, Ltd.

(9)300,000,000 yen

Other important matters concerning the current status of the corporate group
Not applicable.

―17―2. Status of shares (As of March 31, 2024)(1) Total number of shares authorized

195,712,000 shares(2) Total number of issued shares
55,163,232 shares(Note) The increase of 19,264 issued shares is due to the exercise of stockacquisition rights.
(3) Number of shareholders
14,015 shareholders(4)

Major shareholders (Top 10)
Name of shareholder

Number of shares held

Shareholding ratio

Shunji Sugaya

34,209,600 shares

62.12 %

Nippon Telegraph and Telephone East Corporation

3,200,000 shares

5.81 %The Master Trust Bank of Japan, Ltd. (Trust Account)

2,193,200 shares

3.98 %

Shozo Ogami

734,500 shares

1.33 %

FUJIFILM Holdings Corporation

589,280 shares

1.07 %SBI SECURITIES Co., Ltd.

470,866 shares

0.86 %

Custody Bank of Japan, Ltd. (Trust Account)

404,000 shares

0.73 %The Nomura Trust and Banking Co., Ltd. (Trust Account)

367,700 shares

0.67 %

Koichiro Nonomura

303,328 shares

0.55 %

Seiji Tokuda

277,408 shares

0.50 %(Note)

Shareholding ratio is calculated excluding treasury stock (95,347 shares).

―18―

3. Status of stock acquisition rights, etc.
Stock acquisition rights held by the Company's Officers as of the end of the current fiscal
year that were issued in compensation for the execution of their duties
The 5th series of stock acquisition rights
Issuance resolution dateAugust 13, 2014

Number of stock acquisition rights
Type and number of shares to be issued upon
exercise of stock acquisition rights
Amount to be paid in for stock acquisition rights
Amount of assets to be contributed upon exerciseof stock acquisition rights
Exercise period

574 shares
Common shares
18,368 shares(32 shares per stock acquisition right)(Note) 3
No payment is required in exchange for stock acquisitionrights.
Per stock acquisition right
1,536 yen
(48 yen per share)(Note) 3
From August 14, 2016 to August 13, 2024

Conditions for exercise
Board Directors(excluding Outside Board Directors)
Officers'
Outside Board Directors
ownership
Corporate Auditors(Note)(Note) 2
Number of stock acquisition rights
Number of shares to be issued
Number of holders

574
18,3683

rightssharespersons

Number of stock acquisition rights
Number of shares to be issued
Number of holders

0
00

rightssharespersons

Number of stock acquisition rights
Number of shares to be issued
Number of holders

0
00

rightssharespersons

1. Holders of the stock acquisition rights (hereinafter referred to as the "stock acquisition right holders")
shall exercise their stock acquisition rights in accordance with the following terms and conditions:(i) Of the stock acquisition right holders, the Company's Officers and employees must continuously hold theposition of Officer or employee of the Company from the time of allotment of stock acquisition rights
until the time of exercise of the rights. However, the stock acquisition rights may continue to be exercised
if approved by the Board of Directors of the Company.
(ii) Other conditions for the exercise of stock acquisition rights shall be as set forth in the "Stock Acquisition
Rights Allotment Agreement" to be entered into between the Company and stock acquisition right holders
based on resolutions of the General Meeting of Shareholders and the Board of Directors.
2. (i) Stock acquisition rights may be exercised by the stock acquisition right holders who have received
allotment of stock acquisition rights at the time of issuance.
(ii) Those who are Board Directors, Corporate Auditors or employees of the Company at the time of issuanceof stock acquisition rights must also be Board Directors, Corporate Auditors or employees of theCompany, its subsidiaries or affiliates at the time of exercising the stock acquisition rights. However, thisshall not apply in cases where the Board of Directors of the Company recognizes that there is a justifiablereason, such as retirement from office due to expiration of term of office or mandatory retirement age.
(iii) In the event of the death of a stock acquisition right holder, his or her heirs shall not inherit the stockacquisition rights.
(iv) Other conditions for the exercise of stock acquisition rights shall be determined by a resolution of theBoard of Directors of the Company issuing the stock acquisition rights.
3. The Company conducted a 4-for-1 common stock split on April 1, 2015, a 2-for-1 common stock split on April
1, 2017, a 2-for-1 common stock split on April 1, 2019, and a 2-for-1 common stock split on April 1, 2020.
Therefore, the number of shares to be issued upon exercise of stock acquisition rights and the value of assets tobe contributed upon exercise of stock acquisition rights are stated in the figures after the stock split.

―19―4. Officers of the Company(1)

Board Directors and Corporate Auditors (As of March 31, 2024)

Status in the
Company

Name

Responsibilities and significant concurrent positions

President

Shunji Sugaya

OPTiM Digital Construction Corporation, Representative Director

Board Director

Genta Taniguchi

In charge of technology
In charge of sales
OPTiM AGRI MICHINOKU Corp., Board Director
OPTiM Bank Technologies Corp., Board Director
OPTiM Farm Corporation, Representative Director
NTT e-Drone Technology Corporation, Board Director
In charge of administration
OPTiM AGRI MICHINOKU Corp., Corporate Auditor
OPTiM Bank Technologies Corp., Corporate Auditor

Board Director

Takeshi Kyusaka

Board Director

Akihiro Hayashi

Board Director

Rikihei Egawa

Board Director

Yuichiro Takezaki

Fairy Devices Inc., Board Director
K.K. Hongo Shokurin Kenkyujo, Board Director
Sojitz Morinomirai Corporation, Board Director
KINKA Asset Management Co., Ltd., Board Director

Full-time
Corporate Auditor

Takayuki Kojima

Board of Trustees of Nishikyushu University

Corporate Auditor

Katsuo Yoshidomi

Corporate Auditor

Yoshinori Isagai(Note)

Professor, Faculty of Policy Management, Committee Member ofGraduate School of Media and Governance, Keio University
President, Non-profit Organization HOUSUU SCHOOL

1. Rikihei Egawa and Yuichiro Takezaki, Board Directors, are Outside Directors.
2. Corporate Auditors Takayuki Kojima, Katsuo Yoshidomi, and Yoshinori Isagai are Outside Auditors.
3. The Company has submitted a notification to Tokyo Stock Exchange, Inc. designating the above fivepersons as Independent Officers.
4. Katsuo Yoshidomi, Corporate Auditor, has been an Outside Corporate Auditor since the Company's
establishment, with particular emphasis on auditing related to accounting, based on his experience as
Board Director at other companies. We believe that his experience and insight will enable him tocontinue to perform his duties as an Outside Corporate Auditor of the Company appropriately.

(2)

Outline of the contents of the liability limitation agreement
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company stipulates in its
Articles of Incorporation that it may enter into an agreement to limit liability for damages as
stipulated in Article 423, Paragraph 1 of the Companies Act, and has entered into liability
limitation agreements with each Outside Board Director and each Outside Corporate Auditor.
The maximum amount of liability for damages under such agreements is the minimum
liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, provided that
the Outside Board Director or Outside Corporate Auditor has performed his or her duties ingood faith and without material negligence.

―20―

(3)

Summary of contents of Directors and Officers Liability Insurance Contract
The Company has concluded a Directors and Officers Liability Insurance (D&O
insurance) Contract with an insurance company, insuring the Board Directors and Corporate
Auditors of the Company and its subsidiaries, as defined in Article 430-3, Paragraph 1 of theCompanies Act.
The Company pays all premiums, including the special contract portion, and there isvirtually no premium burden on the insured.
The policy provides for compensation for damages that may arise from the insured Board
Director or Officer being held liable for the performance of his or her duties or being subject
to a claim for such liability. However, there are certain exemptions, such as the fact thatdamages caused by acts committed with the knowledge that the acts are in violation of laws
and regulations will not be compensated.
The policy has a provision for a deductible amount and does not cover damages up tosuch deductible amount.
The contract is scheduled to be renewed in December 2024 with the same terms andconditions.

―21―

(4)

Remuneration for Board Directors and Corporate Auditors(i) Policy for determining the details of remuneration, etc., for each individual Board
Director
The Company's Board of Directors made resolutions at a meeting held to adopt a
policy for determining the details of remuneration for individual Board Directors (thedetermination policy) based on the report from the Remuneration Committee chaired by
Rikihei Egawa. The outline is as follows:
We believe that the Remuneration Committee examined the details of remuneration
for individual Board Directors for the current business year based on a draft and that theCompany's Board of Directors made its decision based on the following policy: Nonmonetary remuneration has not been introduced.
(ii) Outline of the details of the determination policya. Basic policy
The Company's basic policy is to link the remuneration of the Company's Board
Directors to the interests of shareholders so that the remuneration system will fully
function as an incentive to continuously increase corporate value, and to set an appropriate
level by comprehensively considering the position and duties of each Board Director
when determining the remuneration of each Board Director. Specifically, remuneration
for Executive Board Directors shall consist of base remuneration and performance-linked
remuneration.
Outside Board Directors who are responsible for the supervisory function shall be
paid only the basic remuneration in view of their duties.
b. Policy regarding the determination of the amount of remuneration, etc., for eachindividual for basic remuneration (monetary remuneration) (including policy regarding
the determination of the timing or conditions of granting remuneration, etc.)
The remuneration shall be fixed monthly and shall be determined by the Board of
Directors based on the report of the voluntary Remuneration Committee, which shall take
into consideration the role and contribution of each Board Director, as well as
performance and other factors.
c. Policy regarding determination of the details and calculation method of the amount or
number of performance-linked and non-monetary remuneration, etc. (including policy
regarding determination of the timing or conditions of granting remuneration, etc.)
Bonuses are paid to Board Directors as performance-linked remuneration.
The performance indicator selected as the basis for calculating performance-linked
remuneration is the operating profit of the Group for each fiscal year. We selected theperformance indicator to enhance motivation for improving performance in each fiscal
year and to clearly show the performance of our main business in light of the Company's
business details.
Performance-linked remuneration amounts are calculated in consideration of thetarget achievement ratio of operating profit, employee balance, return to shareholders, etc.
The Group recorded an operating profit of 1,940 million yen for the current fiscal year.
The timing of bonus payments is fixed at a certain time each year. The remuneration ofBoard Directors shall be cash only, and no stock or other non-monetary remuneration shallbe granted to them.
The Board of Directors shall make a decision based on a report from the Remuneration
Committee based on the policy mentioned above.

―22―

d. Policy on determining the ratio of the amount of monetary remuneration, performancelinked remuneration, etc., or non-monetary remuneration, etc., to remuneration, etc., for eachindividual Board Director
The ratio of base remuneration and performance-linked remuneration to the amountof remuneration for each individual Board Director shall be determined by the voluntary
Remuneration Committee by comprehensively considering each Board Director's role,
contribution, performance, etc., in an amount considered reasonable in light of the policy
described above.
The Board of Directors shall determine the details of the remuneration, etc. for eachindividual Board Director within the range of the percentage of remuneration by typebased on the report of the voluntary Remuneration Committee.
(iii) Matters concerning resolutions of the General Meeting of Shareholders regarding
remuneration, etc., of Board Directors and Corporate Auditors
The maximum amount of remuneration for Board Directors was resolved at the 18th
Ordinary General Meeting of Shareholders held on June 28, 2018 to be no more than 600
million yen per year (including no more than 100 million yen for Outside Board Directors,
excluding employee's salaries for Board Directors who concurrently serve as employees).
As of the close of this Ordinary General Meeting of Shareholders, the number of Board
Directors is six (including two Outside Board Directors). At the 9th Ordinary General
Meeting of Shareholders held on June 26, 2009, it was resolved that the maximum amountof remuneration for Corporate Auditors shall be no more than 10 million yen per year,with a bonus of no more than 3 million yen per year paid separately. As of the close ofthis Ordinary General Meeting of Shareholders, the number of Corporate Auditors is three.
(iv) Matters concerning delegation of authority to determine the details of remuneration, etc.,
of individual Board Directors
The amount of remuneration for each individual Board Director shall be determined
specifically by the Board Directors based on the report of the voluntary Remuneration
Committee within the total amount of remuneration for Board Directors approved by theGeneral Meeting of Shareholders.

―23―

(v)

Total amount of remuneration, etc., for the current fiscal year
Total amount of remuneration, etc., by typeClassification of
Officers

Total amount of
remuneration, etc.

Board Directors(Number of Outside
Board Directors
among them)

Number of
Officers

Basicremuneration

Performance-linked Non-monetary
remuneration, etc. remuneration, etc.

69,840,000 yen(6,840,000 yen)

48,640,000 yen(6,840,000 yen)

21,200,000 yen
(―)

―
(―)

6 persons(2 persons)

Corporate Auditors(Number of Outside
Corporate Auditors
among them)

3,000,000 yen(3,000,000 yen)

3,000,000 yen(3,000,000 yen)

―
(―)

―
(―)

3 persons(3 persons)

Total(Number of Outside
Officers among them)

72,840,000 yen(9,840,000 yen)

51,640,000 yen(9,840,000 yen)

21,200,000 yen
(―)

―
(―)

9 persons(5 persons)(Note)

The amount of remuneration, etc., of Board Directors does not include the employee's salaries for Board
Directors who concurrently serve as employees.

―24―

(5)

Matters concerning Outside Officers(i) Significant concurrent positions held at other companies and relationship between the
Company and such other companies
Position

Board Director

Corporate Auditor

Corporate Auditor

(ii)

Name

Significant concurrent positions

Yuichiro Takezaki

Fairy Devices Inc., Board Director
K.K. Hongo Shokurin Kenkyujo,
Board Director
Sojitz Morinomirai Corporation,
Board Director
KINKA Asset Management Co., Ltd.,Board Director

Takayuki Kojima

Board of Trustees of Nishikyushu
University

Yoshinori Isagai

Professor, Faculty of Policy
Management, Committee Member ofGraduate School of Media andGovernance, Keio University
President, Non-profit Organization
HOUSUU SCHOOL

Relationship between the
Company
There is no special
relationship.

There is no special
relationship.

There is no special
relationship.

Major activities during the current fiscal year
Status of attendance and comments madeBoard
Director

Rikihei Egawa

Board
Director

Yuichiro Takezaki

Corporate
AuditorTakayuki Kojima

Corporate
Auditor

Katsuo Yoshidomi

Corporate
AuditorYoshinori Isagai

He attended 14 of the 14 meetings of the Board of Directors held
during the current fiscal year. At the Board of Directors' meetings
he attended, he provided useful suggestions and opinions regarding
the Company's management.
He attended 14 of the 14 meetings of the Board of Directors held
during the current fiscal year. At the Board of Directors' meetings
he attended, he provided useful suggestions and opinions regarding
the Company's management.
He attended 14 of the 14 meetings of the Board of Directors and 14of the 14 meetings of the Board of Corporate Auditors held during
the current fiscal year. At the Board of Directors' meetings and theBoard of Corporate Auditors' meetings he attended, he provided
useful suggestions and opinions regarding the Company's
management.
He attended 14 of the 14 meetings of the Board of Directors and 14of the 14 meetings of the Board of Corporate Auditors held during
the current fiscal year. At the Board of Directors' meetings and theBoard of Corporate Auditors' meetings he attended, he provided
useful suggestions and opinions regarding the Company's
management.
He attended 14 of the 14 meetings of the Board of Directors and 14of the 14 meetings of the Board of Corporate Auditors held during
the current fiscal year. At the Board of Directors' meetings and theBoard of Corporate Auditors' meetings he attended, he provided
useful suggestions and opinions regarding the Company's
management.

―25―

(iii) Outline of duties in relation to the expected role as Outside Director
Rikihei Egawa has abundant experience in sales and marketing, and since his
appointment as Outside Board Director of the Company in 2015, he has played an
appropriate role in advising and supervising the execution of the Company's business
operations through such means as actively speaking from this perspective at meetings of
the Company's Board of Directors.
In addition, as Chairperson of the Nominating Committee and the Remuneration
Committee, he took the initiative in operating the Committees. He is in charge ofsupervising the execution of the Company's business operations and procedures
objectively and transparently.
Yuichiro Takezaki has abundant experience as president of an IT company as well as
experience/knowledge about corporate acquisition and corporate finance. Since his
appointment as Outside Board Director of the Company in 2022, he has played an
appropriate role in advising and supervising the execution of the Company's business
operations through such means as actively speaking from this perspective at meetings of
the Company's Board of Directors.
In addition, as a Member of the Nominating Committee and the Remuneration
Committee, he is in charge of supervising the execution of the Company's business
operations and procedures objectively and transparently.

―26―

5. Status of Accounting Auditor
(1)

Name

Grant Thornton Taiyo LLC(2)Amount of remuneration, etc.
Amount of remuneration, etc.

Amount of remuneration, etc., to the Accounting Auditor for the current
fiscal year

27,000,000 yen

Total amount of monetary and other financial benefits payable by theCompany and its subsidiaries to the Accounting Auditor

27,000,000 yen(Note)(3)

1. The audit contract between the Company and the Accounting Auditor does not clearly distinguishbetween the amounts of audit remuneration, etc., for audits based on the Companies Act and those for
audits based on the Financial Instruments and Exchange Act, and it is not practically possible todistinguish between them. Therefore, the amount of remuneration, etc., to the Accounting Auditor forthe current fiscal year is the sum of these amounts.
2. The Board of Corporate Auditors made a decision to agree on the amount of remuneration, etc., to be
paid to the Accounting Auditor after necessary verification of the appropriateness of the details of theaudit plan of the Accounting Auditor, the performance of duties by the Accounting Auditor, and thebasis for calculation of the estimate of remuneration.

Non-auditing activities
Not applicable.

(4)

Policy on dismissal or non-reappointment of Accounting Auditor
The Board of Corporate Auditors will decide the content of the proposal for dismissal or
non-reappointment of the Accounting Auditor to be submitted to the General Meeting of
Shareholders if it determines that such action is necessary, such as when there is a problem
with the performance of the Accounting Auditor's duties.
In addition, the Board of Corporate Auditors will dismiss the Accounting Auditor with theunanimous consent of the Corporate Auditors if the Accounting Auditor is deemed to fallunder any of the items of Article 340, Paragraph 1 of the Companies Act. In this case, theCorporate Auditor selected by the Board of Corporate Auditors shall report the dismissal of
the Accounting Auditor and the reasons thereof at the first General Meeting of Shareholders
to be convened after the dismissal.

(5)

Outline of the contents of the liability limitation agreement
Not applicable.

(6)

Matters concerning business suspension orders received by the Accounting Auditor in thepast two years
Overview of the sanctions announced by the Financial Services Agency on December 26,
2023

―27―

(i) Sanction target
Grant Thornton Taiyo LLC(ii) Details of the sanction- Suspension of new contract signing operations for three months(From January 1, 2024 to March 31, 2024. However, this excludes the renewal of audit
contracts for already contracted audit clients and the signing of new contracts associatedwith listing.)- Business improvement order (improvement of business management system)- Prohibition for three months of employees who had significant responsibility for thereason of the sanctions from participating in part of the audit work (review related toaudit work)(From January 1, 2024 to March 31, 2024)(iii) Reason for the sanction
In the audit of another company's correction reports, two certified public accountants
who were employees of the same audit corporation failed to exercise due care and certified
financial documents that contained significant falsehoods as if they did not containsignificant falsehoods.

―28―

6. Systems to ensure the appropriateness of business operations and the status ofoperation of such systems(1)

Details of decisions on systems to ensure the appropriateness of business operations
The following are the details of the decisions made regarding the system to ensure thatthe execution of duties by Board Directors complies with laws, regulations, and the Articles
of Incorporation, as well as other systems to ensure the appropriateness of the Company's
operations.
(i) Systems to ensure that the execution of duties by Board Directors complies with laws,
regulations, and the Articles of Incorporation
In order to ensure that the execution of duties by Board Directors complies with laws,
regulations, and the Articles of Incorporation, Board Directors themselves shall promotecompliance-related initiatives based on the recognition that compliance with laws,
regulations, the Articles of Incorporation, and internal regulations as well as thoroughenforcement of corporate ethics are fundamental to management.
The Board of Directors shall make decisions regarding the execution of importantbusiness operations in accordance with laws, regulations, the Articles of Incorporation,and internal regulations and shall supervise the execution of duties by the Board Directors.
Corporate Auditors shall audit the execution of duties by Board Directors inaccordance with the Regulations of Corporate Auditors under the authority provided bylaws, regulations, and internal regulations.
(ii)

System for the storage and management of information related to the execution ofduties by Board Directors
The Company shall appropriately store and manage documents, records and otherinformation related to the execution of duties by Board Directors in accordance with laws,
regulations, and internal regulations.

(iii) Regulations and other systems for managing the risk of loss
With respect to the management of risk of loss, Board Directors and employees (staff)
shall, in accordance with the Risk Management Regulations, proactively foresee andappropriately assess business risks and take necessary measures in advance to avoid,
mitigate and transfer risks or take other necessary actions so that the Company can obtain
the best results at the lowest possible cost.
(iv) Systems to ensure the efficient execution of duties by Board Directors
As a system to ensure the efficient execution of duties by Board Directors, Board
Directors shall make prompt and appropriate decisions and execute their duties efficiently
in accordance with the Regulations of the Board of Directors, etc.
The Board of Directors shall also make decisions on basic management policies andimportant management matters, and shall be an organization that supervises the executionof duties by Board Directors.
(v)

Systems to ensure that the execution of duties by employees (staff) complies withlaws, regulations, and the Articles of Incorporation
To ensure that the execution of duties by employees (staff) complies with laws,
regulations, and the Articles of Incorporation, the Company shall establish action―29―

guidelines, develop internal regulations, etc., implement compliance education, andensure that employees comply with laws, regulations, and corporate ethics.
In addition, an independent internal audit department shall conduct audits to confirm
that business operations are being conducted legally and appropriately.
(vi) System concerning employees (staff) to assist the duties of Corporate Auditors when
Corporate Auditors request such assistance
When a Corporate Auditor requests to have an employee (staff) to assist him or her inthe performance of his or her duties, the Company may, upon consultation with the
Corporate Auditor, assign an employee (staff) to assist the Corporate Auditor.
(vii) Matters concerning independence of the employee (staff) described in (vi) from Board
Directors
In order to ensure the independence of the employee (staff), the employee (staff) who
assists the Corporate Auditors shall be an employee (staff) who is not subject to thedirection and orders of the Board Directors after obtaining the prior consent of the Boardof Corporate Auditors.
(viii) System for Board Directors and employees (staff) to report to Corporate Auditors andother systems related to reporting to Corporate Auditors
Board Directors and employees (staff) shall promptly report to the Corporate Auditors
any occurrence or potential occurrence of matters that may have a material impact on the
Company, in addition to matters that violate any laws, regulations, and the Articles ofIncorporation.
In order to understand the process of important decision-making and the status ofbusiness execution, Corporate Auditors shall attend meetings of the Board of Directors
and other important meetings such as Directors' meetings, as well as review important
documents such as approval requests.
In addition, Corporate Auditors shall conduct individual hearings from Board
Directors and each Director, etc., on a regular basis.
(ix) Other systems to ensure that audits by Corporate Auditors are conducted effectively
Board Directors and employees (staff) shall strive to deepen their understanding ofaudits by Corporate Auditors and to create an environment that enhances the effectivenessof audits by Corporate Auditors.
In addition, Corporate Auditors shall conduct effective audit operations throughregular exchanges of opinions with President and cooperation with the internal audit staff.
In addition, Corporate Auditors shall receive explanations and exchange information
with the Accounting Auditor of the Company regarding the details of the accounting audit.

―30―

(2)

Outline of the operation of the system to ensure the appropriateness of business operations
The following is an overview of the operation of the system to ensure the appropriatenessof business operations.
(i) Execution of duties by Board Directors
To ensure that the execution of duties by Board Directors complies with laws,
regulations, and the Articles of Incorporation, the Company ensures that they act incompliance with laws, regulations, the Articles of Incorporation, and internal regulations
as well as in accordance with corporate ethics. The Company also ensures that theexecution of duties by Board Directors is adequately audited in accordance with theRegulations of Corporate Auditors. Meetings of the Board of Directors were held 14 times
during the current fiscal year to ensure prompt and appropriate decision-making andefficient business execution. Additionally, as voluntary committees of the Board of
Directors, the Nominating Committee and the Remuneration Committee, each composedof a majority of Independent Outside Board Directors, have been established to ensure
objectivity in the nomination and remuneration decisions for Board Directors.
Furthermore, a Special Committee composed entirely of Independent Outside
Board Directors has been established to ensure fairness, transparency, and objectivity
in transactions and actions where the interests of the controlling shareholder andminority shareholders may conflict.
(ii)

Risk management
In order to avoid and mitigate risks, Board Directors and employees (staff) are
required to proactively foresee operational risks and promptly report them in accordancewith the Risk Management Regulations so that appropriate measures can be taken. In
addition, the Risk Management Committee was held four times during the current fiscal
year to share information and assess the significance of risks. Furthermore, the internal
audit staff conduct audits to confirm that legal and proper business operations are being
carried out.

(iii) Regarding compliance system
In addition to matters in violation of laws, regulations and the Articles ofIncorporation, the Company has established a system that enables the prompt reporting to
the Corporate Auditors of the occurrence or potential occurrence of any matter that may
have a significant impact on the Company, and has made this system known throughout
the Company. In addition, the Company ensures that no one is treated unfavorably inpersonnel evaluations, etc., as a result of their reporting and Corporate Auditors are in
charge of supervision. In addition, compliance training is provided to Board Directors andemployees (staff) to ensure that they comply with laws, regulations, and corporate ethics.
(iv) Execution of duties by the Corporate Auditors
In order to enhance the effectiveness of audits by Corporate Auditors, we strive toenhance the understanding of Corporate Auditors' audits among Board Directors andemployees (staff), and conduct appropriate auditing operations in cooperation withinternal audit staff and the Accounting Auditor. During the fiscal year under review,
Corporate Auditors participated in 12 Directors' meetings and performed effective―31―

auditing work. Given the size of the Company, there are no employees (staff) assigned toassist the duties of the Corporate Auditors.

7. Basic policy regarding control of the Company
Not applicable.

―32―

Consolidated Balance Sheets(As of March 31, 2024)(1,000 yen)
Item

AmountItem(Assets)
Current assets

Amount(Liabilities)
4,599,064 Current liabilities

2,080,916

Cash and deposits

1,902,753

Notes and accounts payable –trade

Notes, accounts receivable-tradeand contract assets

2,491,259

Short-term borrowings

314,550

Merchandise and finished goods

50,124

Accounts payable259,727

Work in process

1,524

Income taxes payable

397,346

Raw materials and supplies

7,095

Contract liabilities

327,382

146,307

Provision for bonuses

224,359

Provision for bonuses for
directors (and other officers)

21,826

Other

200,276

Other
Non-current assets
Property, plant and equipment

4,963,470
440,196

335,448

Buildings and structures

295,930 Non-current liabilities

139,557

Machinery, equipment andvehicles

73,935

139,557

Construction in progress

1,275 Total liabilities

Other

69,054

Intangible assets
SoftwareAsset retirement obligations

2,220,473(Net assets)

3,074,632 Shareholders' equity

7,285,980

2,852,745

Share capital

444,587

Software in progress

174,160

Capital surplus

728,719

Other

47,727Retained earnings

6,188,174

Investments and other assets

1,448,641

Treasury shares(75,500)

Investment securities

350,366

Shares of subsidiaries andassociates
Leasehold and guarantee
deposits

Accumulated other comprehensive
incomeValuation difference on
335,874
available-for-sale securities
346,503

Non-controlling interests

Deferred tax assets

327,078

Other

88,818 Total net assets

Total assets

9,562,534―33―

Total liabilities and net assets(36,019)(36,019)
92,1007,342,061
9,562,534

Consolidated Statements of Income
April 1, 2023
( Fromto March 31, 2024 )(1,000 yen)
Item

AmountNet sales

10,243,411

Cost of sales

5,196,167

Gross profit

5,047,243

Selling, general and administrative expenses

3,107,004

Operating profit

1,940,238

Non-operating income
Interest income

64

Commission income

2,940

Insurance claim income

1,414

Subsidy income

1,671

Other

5,480

11,571Non-operating expenses
Interest expenses

1,418

Share of loss of entities accounted for using equity method

69,884

Loss on investments in investment partnerships

13,617

Loss on retirement of non-current assets

22,733

Other

38

Ordinary profit

107,693
1,844,116

Extraordinary income
Gain on change in equity

19,324

National subsidies

21,32840,652

21,32821,328Extraordinary losses
Loss on reduction of non-current assets
Profit before income taxes

1,863,440

Income taxes – current

610,615

Income taxes – deferred

81,244―34―

691,860

Profit

1,171,580

Profit attributable to non-controlling interests

224

Profit attributable to owners of parent

1,171,356―35―

Consolidated Statement of Changes in Equity
April 1, 2023 to( FromMarch
31, 2024 )(1,000 yen)
Shareholders' equity
Share
capitalBalance at beginning of period

Capitalsurplus444,125

728,256462

462

Retainedearnings
5,016,817

Treasuryshares(75,401)

Total
shareholders'equity6,113,799

Changes during period
Issuance of new shares – exerciseof share acquisition rights
Profit (loss) attributable toowners of parent

924
1,171,356

Acquisition of treasury shares

1,171,356
(99)

(99)

Net changes in items otherthan shareholders' equity
Total changes during period
Balance at end of period

Balance at beginning of period

462

462

1,171,356(99)

1,172,181

444,587

728,719

6,188,174(75,500)

7,285,980

Accumulated othercomprehensive income
Total
Valuationdifference on accumulated
otheravailable-for- comprehensive
sale securities
incomeNoncontrollinginterests

Total
net assets

91,876

6,189,309(16,365)(16,365)

Changes during period
Issuance of new shares – exerciseof share acquisition rights
Profit (loss) attributable toowners of parent

924
1,171,356

Acquisition of treasury shares
Net changes in items other thanshareholders' equity(99)(19,653)(19,653)

224(19,429)

Total changes during period(19,653)(19,653)224

1,152,752

Balance at end of period(36,019)(36,019)

92,1007,342,061―36―

Notes to Consolidated Financial Statements
1. Notes to important matters to be the basis of presenting Consolidated Financial Statements, etc.
(1) Matters concerning scope of consolidation(i) Consolidated subsidiaries- Number of consolidated subsidiaries
5 companies- Name of major consolidated subsidiaries
OPTiM AGRI MICHINOKU Corp.
OPTiM Bank Technologies Corp.
OPTiM Digital Construction CorporationYURASCORE Corp.
OPTiM Farm Corporation
LANDLOG Marketing Corporation changed its company name to OPTiM Digital Construction
Corporation on October 1, 2023.
(ii) Non-consolidated subsidiaries
Not applicable.
(2) Matters concerning application of equity method(i) Non-consolidated subsidiaries and affiliates accounted for by the equity method- Number of companies accounted
5 companies
for by the equity method- Name of companies accounted
D'PULA Medical Solutions Corporation
for by the equity method
Digital Transformation Fund Investment Limited
Partnership No. 1
NTT e-Drone Technology Corporation
DXGoGo Corporation
Net Resource Management, Inc.
(ii) Non-consolidated subsidiaries and affiliates not accounted for by the equity method
Not applicable.
(3) Matters concerning fiscal year of consolidated subsidiaries
The fiscal year end of consolidated subsidiaries coincides with the end of the consolidated fiscal year.

(4) Matters concerning accounting policies(i) Valuation standards and methods for significant assets
a. Other available-for-sale securities- Assets other than stocks with noMarket value methodmarket price, etc.
(All valuation gains or losses are treated as a componentof net assets, and costs of securities sold are calculatedby the moving average method.)- Stocks with no market price, etc.
Cost method based on the moving average method
Investments in limited liability investment partnerships(deemed as securities under Article 2, Paragraph 2 of
the Financial Instruments and Exchange Act) areaccounted for by the net amount of the Company's
equity based on the most recent financial statements
available as of the financial reporting date stipulated in
the partnership agreement.

―37―

b.

Inventories- Merchandise and finished goods,
raw materials and supplies

Stated at cost method based on the moving-averagemethod (the amount stated in the Balance Sheet wascalculated by writing down the book value of assets due
to a decline in profitability).
Cost method based on the specific identification method- Work in process(ii) Depreciation and amortization method for significant depreciable assetsa.
Property, plant and equipment
Depreciation is based on the declining-balance method.
However, building fixtures acquired on or after April 1,2016 are depreciated by the straight-line method.
The major useful lives are as follows:
Buildings and structures
3 to 18 years
Machinery, equipment and vehicles
2 to 7 years
b. Intangible assets- Software for sale in the market
Amount of amortization based on estimated sales
revenue or the amount equally allocated over theremaining effective period (within 3 years), whicheveris larger, is recorded.
- Software for internal use
Software for internal use is amortized by the straightline method over the estimated useful life (within 5
years).
(iii) Basis for recognition of significant provisions
a. Provision for bonuses
To provide for the payment of bonuses to employees,
an amount accrued for the current consolidated fiscal
year among the estimated bonuses to be paid isrecorded.
b. Provision for bonuses for directors (and To provide for the payment of bonuses to Officers, another officers)
amount accrued for the current consolidated fiscal year
among the estimated bonuses to be paid is recorded.
(iv) Details about the main obligations in important businesses that need to be fulfilled with regard to revenues
arising from contracts signed with the customers of the Group and the usual time points at which thoseobligations are to be fulfilled (or those revenues are to be recognized) are provided in the following
paragraphs.
a Stock-type revenue
Contracts in stock-based income are obligated to provide services over the contract period.
Regarding the timing of revenue recognition, for license contracts, since control over the services
transfers to the customer with the use of the license, revenue is recognized based on the usage oflicenses over the contract period. For other maintenance service contracts, since control over theservices transfers to the customer over time, revenue is recognized over the service provision period
specified in the contract.
b Flow-type revenue
For contracts in flow-type revenue, the Company is obligated to develop software and provide it to
the customer based on the contract. For quasi-contracts, the Company is obligated to develop thesoftware over the contract period based on the contract. Regarding the timing of revenue recognition,
revenue is recognized over a certain period using the rate of progress based on the proportion of
actual costs to the estimated total costs (input method), since incurred costs are judged to be
proportional to the rate of progress of fulfilling the performance obligation. However, if the period
from the start of the transaction to the expected complete fulfillment of the performance obligationin the contract is very short, revenue is recognized at the point when the performance obligation is
fully satisfied, rather than over a certain period.

―38―

(v) Translation of significant assets and liabilities denominated in foreign currencies into Japanese yen
Monetary receivables and payables denominated in foreign currencies are translated into yen at the spot
exchange rates as of the Consolidated Balance Sheet date. The difference resulting from such translation isrecognized as income or loss.
2.

Notes to changes in presentation method(Consolidated balance sheet)
Due to increased materiality, "Accounts payable - other" (94,594,000 yen in the previous consolidated fiscal
year) included in "Other" under "Current liabilities" in the previous consolidated fiscal year is separately listed in
the current consolidated fiscal year.

3.

Notes to accounting estimates
The following are items for which an amount has been recorded in the Consolidated Financial Statements forthe current consolidated fiscal year based on an accounting estimate and which may have a material effect on theConsolidated Financial Statements for the next consolidated fiscal year.
Software 2,852,745,000 yen, Software in progress 174,160,000 yen
Software and software in progress are mainly self-use software for service provision. The asset value is evaluatedbased on estimated license revenue plans within five years, and these are capitalized if it is certain that future
revenues will be earned. These estimates may be affected by fluctuations in future uncertain economic conditions,and if the actual revenue from licenses differs from the estimates, it may significantly impact the amounts recorded
for software and software in progress in the financial statements of the following fiscal year.

4.

Notes to Consolidated Balance Sheets(1) Notes receivable, accounts receivable, and contract assets
Of notes receivable, accounts receivable, and contract assets, the amount of claims and contract assets
arising from contracts with customers is described in "7. Notes to revenue recognition (3) Information thatprovides a basis for understanding revenues and the amount of revenues for the current and subsequentconsolidated fiscal years (i) Balance of contract assets and contract liabilities, etc."(2) Accumulated depreciation directly deducted from assets
Property, plant and equipment
Buildings and structures
Machinery and vehicles
Other

448,499,000 yen
67,515,000 yen
82,513,000 yen
298,470,000 yen(3) Amounts of reduction entry
The amounts of reduction entry deducted from the acquisition costs of machinery and vehicles due togovernment subsidies, etc., are as follows.
Amounts of reduction entry
21,328,000 yen(4) Overdraft agreement
To efficiently procure working capital, we have entered into overdraft agreements with our banks.
The unused balance of borrowings under these agreements at the end of the current consolidated fiscal year
is as follows.
Maximum overdraft limit
1,500,000,00 yen
Executed borrowing balance
300,000,000 yen
Net amount
1,200,000,000 yen
5.

Notes to Consolidated Statement of Changes in Equity(1) Type and total number of shares issued as of the end of the current consolidated fiscal year
Common shares
55,163,232 shares(2) Matters concerning dividends from surplus―39―

(i) Dividends paid, etc.
Not applicable.
(ii) Dividends with a record date in the current consolidated fiscal year but an effective date in the next
consolidated fiscal year
Not applicable.
(3) Type and number of shares to be issued or transferred upon exercise of stock acquisition rights (excluding
those for which the first day of the exercise period has not arrived) as of the end of the current consolidated
fiscal year
Common shares
377,344 shares

―40―

6.

Notes to financial instruments(1) Matters concerning status of financial instruments(i) Policy for financial instruments
The Group's policy is to invest surplus funds in highly safe financial assets as a general rule and not toengage in speculative transactions, except when there is a rational reason to do so. The Company's financing
policy is to use its own funds for working capital and small capital investments in principle, and to borrow
mainly from banks and other financial institutions for other investments that require large amounts of funds.
(ii) Description of financial instruments and risks associated with such financial instruments
Trade notes and accounts receivables, which are operating receivables, are exposed to the credit risk ofcustomers.
Investment securities mainly consist of shares of companies with which we have business relationships
and contributions to investment partnerships, exposing us to the credit risk of the issuers (business partners).
Among these, listed shares are exposed to market price fluctuation risks.
There is a risk that a portion or the entire amount of leasehold and guarantee deposits related to real estateleases and other properties may not be collected due to the financial failure of the recipients of the leasehold
and guarantee deposits.
Trade notes and accounts payable, which are operating payables, are mostly due within one month.
(iii) Risk management system for financial instruments
a. Management of credit risk (risk related to nonperformance of contracts by counterparties, etc.)
In accordance with the Credit Management Regulations, the Group's sales department regularly
monitors the status of major customers and manages due dates and outstanding balances bycounterparty in order to early identify and mitigate potential collection risks due to deterioration offinancial conditions and other factors. The Company also periodically monitors the status ofcounterparties with respect to leasehold and guarantee deposits.
b. Management of market risk (fluctuation risk of exchange rates and interest rates, etc.)
For investment securities, we regularly monitor the market value and financial condition of theissuers (business partners) and continuously review our holdings considering our relationships with thebusiness partners.
c. Management of liquidity risk (risk of being unable to make payments on due dates) related to fundprocurement
The Group manages liquidity risk by preparing and updating funding plans in a timely manner by
the department in charge based on reports from each department and by maintaining liquidity on hand.
(iv) Supplementary explanation of matters concerning fair value, etc., of financial instruments
The fair value of financial instruments includes values based on market prices as well as reasonably
calculated values in cases where market prices are not available. Since variable factors are incorporated in
the calculation of such value, such value may change due to the adoption of different assumptions, etc.

―41―(2) Matters concerning fair value, etc., of financial instruments
The Consolidated Balance Sheet amount, fair value and the difference between the two as of March 31,
2024 are as follows. Please refer to (Note 2) as equities and other securities with no market price are notincluded in the following table.
The Consolidated
Fair value
Difference
Balance Sheet amount(1,000 yen)
(1,000 yen)
(1,000 yen)
Investment securities

240,024240,024－

Leasehold and guarantee deposits

346,503

308,592(37,910)

Total assets

586,528

548,617(37,910)(Note 1) "Cash and deposits," "Notes and accounts receivable - trade, and contract assets," "Notes and accounts
payable - trade," "Accounts payable - other," "Short-term borrowings" and "Income taxes payable" areomitted as they are cash and their fair value approximates their book value due to their short maturities.
(Note 2) Stocks, etc., with no market priceClassification

The Consolidated Balance Sheet amount (1,000 yen)

Investments in limited liability investment partnerships(*1)

136,216

Unlisted stocks (*2)

309,910*1 Investments in limited liability investment partnerships are not stated in accordance with Paragraph 24-16 of the
Guidance on Accounting Standards for Fair Value Calculation (ASBJ Guidance No. 31) because they do nothave market prices.
*2 Unlisted stocks are not stated because they do not have market prices.
(Note 3) Redemption schedule of monetary claims after the Consolidated Balance Sheet date
Over 1 year
Over 5 years
Within 1 year
Within 5 years
Within 10 years(1,000 yen)
(1,000 yen)
(1,000 yen)Over 10 years(1,000 yen)

Cash and deposits

1,902,753–––

Notes, accounts receivable-tradeand contract assets

2,491,259

–

–

–

Total

4,394,012–––* Leasehold and guarantee deposits are not included in the above table, as the redemption schedule cannot beclearly determined.
(Note 4) Amount of short-term borrowings scheduled to be repaid after the Consolidated Balance Sheet date
Over 1 year
Over 5 years
Within 1 year
Over 10 years
Within 5 years
Within 10 years(1,000 yen)
(1,000 yen)
(1,000 yen)
(1,000 yen)
Short-term borrowings
Total

314,550–––

314,550

–

–

–

―42―

(3) Matters concerning the breakdown of the fair value of financial instruments by appropriate classification
The fair value of financial instruments is classified into the following three levels based on the observability
and materiality of the inputs used to calculate fair value.
Level 1 fair value: Fair value calculated based on market prices for assets or liabilities subject to thecalculation of such fair value that are formed in an active market among the inputs for the
calculation of observable fair value
Level 2 fair value: Fair value calculated using inputs for the calculation of observable fair value other thanLevel 1 inputs among the inputs for the calculation of observable fair value
Level 3 fair value: Fair value calculated using inputs for calculating unobservable fair value
When multiple inputs that have a significant impact on the calculation of fair value are used, fair value isclassified to the level with the lowest priority in the calculation of fair value among the levels to which eachof those inputs belongs.
(i) Financial instruments recorded on the Consolidated Balance Sheets at fair value
Fair value (1,000 yen)
Category
Level 1
Investment securities
Total assets(Note)

Level 2

Level 3

Total

240,024––240,024240,024––240,024

Explanation of valuation techniques used in the calculation of fair value and inputs related to the calculationof fair value
Listed stocks are valued at market prices. Because listed stocks are transacted in an active market, market
prices are classified as level 1.
(ii) Financial instruments other than those recorded on the Consolidated Balance Sheets at fair value
Fair value (1,000 yen)
Category
Level 1

Level 2

Level 3

Total

Leasehold and guarantee deposits–

308,592–

308,592

Total assets–

308,592–

308,592(Note)

Explanation of valuation techniques used in the calculation of fair value and inputs related to the calculationof fair value
The fair value of leasehold and guarantee deposits is calculated based on the present value of future cash
flows discounted at the risk-free rate and classified as Level 2 fair value.

―43―

7.

Notes to revenue recognition(1) Information that disaggregates revenue from contracts with customers
Fiscal year ended March 31, 2023 (From April 1, 2023 to March 31, 2024)
Amount of money (1,000 yen)
Stock-type revenue

6,921,640

Flow-type revenue

3,321,771

Revenue from contracts withcustomers

10,243,411

Other revenue-

Sales to external customers

10,243,411(2) Information that provides a basis for understanding revenues
Information that forms the basis for understanding revenue from contracts with customers is as describedin "1. Notes to important matters to be the basis of presenting Consolidated Financial Statements, etc. (4)Matters concerning accounting policies (iv) Basis for recording significant revenues and expenses."(3) Information that provides a basis for understanding revenues and the amount of revenues for the current andsubsequent consolidated fiscal years(i) Balance of contract assets and contract liabilities, etc.
Fiscal year ended March 31, 2024 (From April 1, 2023 to March 31, 2024)
Amount of money (1,000 yen)
Notes receivable

81,907

Accounts receivable

2,019,449

Claims arising from contracts withcustomers (beginning balance)

2,101,357

Notes receivable

91,585

Accounts receivable

2,287,770

Claims arising from contracts withcustomers (ending balance)

2,379,356

Contract assets (beginning balance)-

Contract assets (ending balance)

111,902

Contract assets (beginning balance)

197,557

Contract assets (ending balance)

327,382

Contract assets are rights to consideration for revenue recognized based on the fulfillment of performanceobligations in flow-type revenue contracts which have not yet been billed. These are transferred to claims
arising from contracts with customers when the rights to consideration become billable.
Contract liabilities are advance revenues received from customers for stock-type revenue services and are
reduced as revenue is recognized over the contract period. Payment terms vary by individual contract.

―44―

Of the revenue recognized in the current consolidated fiscal year, the amount included in the beginningbalance of contract liabilities was 151,836,000 yen.
The main reason for the increase in contract assets in the current consolidated fiscal year was the occurrenceof flow-type revenue contracts for which revenue should be recognized but not yet billed. The main reason
for the increase in contract liabilities was that the decrease due to revenue recognition was less than theincrease due to the receipt of advance revenues for new stock-type revenue services.
(ii) Transaction price allocated to remaining performance obligations
The Group applies the practical expedient in noting the transaction price allocated to the remaining
performance obligations, and does not include transactions where revenue is recognized based on the amountthe Group has the right to bill for fixed amounts according to the period of provided services, as well as
royalties of intellectual property license agreements based on sales or usage, in the notes. For royalties with a
specified period, it is expected that revenue will generally be recognized within one year.
Additionally, there are no significant transactions that exceed one year, which is initially expected, except
for the above transactions, so information on remaining performance obligations is omitted by applying thepractical expedient.
8.

9.

Notes to per share information(1) Net assets per share(2) Basic earnings per share

131.65 yen
21.28 yen

Notes to significant subsequent events
Not applicable.

―45―

Balance Sheets(As of March 31, 2024)(1,000 yen)
Item

AmountItem(Assets)
Current assets
Cash and deposits
Notes, accounts receivable-tradeand contract assets
Merchandise and finished goods

Amount(Liabilities)
4,433,982

Current liabilities

2,035,537

1,714,957

Accounts payable - trade322,452

2,356,323

Short-term borrowings

300,000
256,036

43,880Accounts payable - otherRaw materials and supplies

6,073

Accrued expenses

70,562

Prepaid expenses
Short-term loans to subsidiaries
and affiliates
Other
Allowance for doubtful
accounts
Non-current assets

91,554

Income taxes payable

396,534

225,000

Contract liabilities

319,893

54,856225,285

4,975,947

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

Property, plant and equipment

424,469(58,664)

Buildings

295,151

Machinery and equipment

59,491Tools, furniture and fixtures

68,551

Construction in progress

1,275

Other

0

Intangible assets

3,082,351

Software2,860,463

Software in progress

174,160

Other

47,727

Investments and other assets

Non-current liabilities
Asset retirement obligations
Total liabilities

350,276

Deferred tax assets

329,285

Other
Allowance for doubtful
accounts

88,618

139,557
2,175,095

7,270,854

Share capital

444,587

Capital surplus

728,719

Legal capital surplus
Other capital surplus
Retained earnings
Other retained earnings
Reserve for investment loss
Retained earnings brought
forwardTreasury shares
Valuation and translation
adjustments
Valuation difference on
available-for-sale securities

345,147(30,350)

139,557(Net assets)

355,798
30,350123,872

Shareholders' equity

1,469,126

Investment securities
Shares of subsidiaries andassociates
Long-term loans receivablefrom subsidiaries and associates
Leasehold and guarantee
deposits

20,900Total net assets―46―

409,087
319,6316,173,047
6,173,047
43,1906,129,857(75,500)(36,019)(36,019)

7,234,834

Total assets

9,409,930

Total liabilities and net assets―47―

9,409,930

Statements of Income
April 1, 2023
( Fromto March 31, 2024 )(1,000 yen)
Item

AmountNet sales

9,976,220

Cost of sales

4,955,632

Gross profit

5,020,588

Selling, general and administrative expenses

3,056,355

Operating profit

1,964,232

Non-operating income
Interest income

1,950Commission income

2,940

Insurance claim income

1,414

Subsidy income

1,420

Outsourcing service income

6,950

Other

5,296

19,972Non-operating expenses
Interest expenses

1,272

Loss on investments in investment partnerships

14,687

Loss on retirement of non-current assets

21,954

Other

38

Ordinary profit

37,953
1,946,251

Extraordinary income
National subsidies

21,32821,328Extraordinary losses
Loss on valuation of shares of subsidiaries andassociates
Provision of allowance for doubtful accounts for
subsidiaries and associates
Loss on reduction of non-current assets

200,732
12,604
21,328―48―

234,665

Profit before income taxes

1,732,914

Income taxes - current

608,541

Income taxes - deferred

77,859Profit686,401
1,046,513―49―

Statement of Changes in Equity
April 1, 2023 to( FromMarch
31, 2024 )(1,000 yen)
Shareholders' equity
Capital surplus
SharecapitalBalance at beginning of
periodRetained earnings
Other retained earnings

Legal capital Other capital Total capital
Reserve forsurplussurplussurplusinvestment
loss

444,125

408,625462

462

319,631728,256

53,787Retainedearnings
brought
forwardTotal
retainedearnings

5,072,747 5,126,534

Changes during period
Issuance of new shares– exercise of shareacquisition rights
Reversal of reserve forinvestment loss

462
(10,597)

Profit10,597–

1,046,513 1,046,513

Acquisition of treasury
sharesNet changes in items
other thanshareholders' equity
Total changes during
period

462

462

–

462

(10,597)

1,057,110 1,046,513

Balance at end of period

444,587

409,087

319,631

728,719

43,1906,129,857 6,173,047―50―

Valuation and translation
adjustments
Valuation
Total
Total
Treasurydifference on valuation andshareholders' available-for- translation
sharesequitysale securities adjustments
Shareholders' equity

Balance at beginning of
period(75,401)

6,223,515(16,365)

Total
assets(16,365) 6,207,149

Changes during period
Issuance of new shares –exercise of shareacquisition rights
Reversal of reserve forinvestment loss
ProfitAcquisition of treasury
sharesNet changes in items
other than shareholders'equityTotal changes during
periodBalance at end of period

(99)

924

924

–

–

1,046,513

1,046,513

(99)

(99)
(19,653)(19,653)(19,653)(99)

1,047,338(19,653)(19,653) 1,027,684(75,500)

7,270,854(36,019)(36,019) 7,234,834―51―

Notes to Non-consolidated Financial Statements
1. Notes to significant accounting policies(1) Valuation standards and methods for assets(i) Valuation standards and methods for securities
a. Shares of subsidiaries and affiliates Cost method based on the moving average methodb. Other available-for-sale securities- Assets other than stocks with noMarket value methodmarket price, etc.
(All valuation gains or losses are treated as a component of net
assets, and costs of securities sold are calculated by the moving
average method.)- Stocks with no market price, etc.
Cost method based on the moving average method
Investments in limited liability investment partnerships (deemedas securities under Article 2, Paragraph 2 of the Financial
Instruments and Exchange Act) are accounted for by the net
amount of the Company's equity based on the most recent
financial statements available as of the financial reporting datestipulated in the partnership agreement.
(ii) Valuation standards and methods for inventories- Merchandise and finished goods, Stated at cost method based on the moving-average method (theraw materials and supplies
amount stated in the Balance Sheet was calculated by writing
down the book value of assets due to a decline in profitability).
- Work in process
Cost method based on the specific identification method(2) Depreciation method for non-current assets
1) Property, plant and equipment
Depreciation is based on the declining-balance method. However,building fixtures acquired on or after April 1, 2016 aredepreciated by the straight-line method.
The major useful lives are as follows:
Buildings
3 to 15 years
Machinery and Equipment
4 to 7 years
Tools, furniture and fixtures
2 to 10 years
2) Intangible assets- Software for sale in the market
Amount of amortization based on estimated sales revenue or theamount equally allocated over the remaining effective period(within 3 years), whichever is larger, is recorded.
- Software for internal use
Software for internal use is amortized by the straight-line method
over the estimated useful life (within 5 years).
(3) Basis for recognition of provisions
1) Allowance for doubtful accounts
To prepare for bad-debt loss including loans, the collectability ofgeneral accounts receivable is examined by using the ratio of
actual bad-debt loss, and the collectability of specified accounts
receivable including doubtful accounts receivable is examined ona case-by-case basis, and unrecoverable loans are estimated andposted.
2) Provision for bonuses
To provide for the payment of bonuses to employees, an amountaccrued for the current fiscal year among the estimated bonuses
to be paid is recorded.
3) Provision for bonuses for directors To provide for the payment of bonuses to Officers, an amount(and other officers)
accrued for the current fiscal year among the estimated bonuses
to be paid is recorded.
(4) Basis for recording significant revenues and expenses
Details about the main obligations in important businesses that need to be fulfilled with regard to revenues
arising from contracts signed with the customers of the Company and the usual time points at which thoseobligations are to be fulfilled (or those revenues are to be recognized) are provided in the following paragraphs.

―52―

a. Stock-type revenue
Contracts in stock-based income are obligated to provide services over the contract period. Regarding thetiming of revenue recognition, for license sales contracts, since control over the services transfers to thecustomer with the use of the license, revenue is recognized based on the usage of licenses over the contract
period. For other maintenance service contracts, since control over the services transfers to the customer overtime, revenue is recognized over the service provision period specified in the contract.
b. Flow-type revenue
For contracts in flow-type revenue, the Company is obligated to develop software and provide it to thecustomer based on the contract. For quasi-contracts, the Company is obligated to develop the software overthe contract period based on the contract. Regarding the timing of revenue recognition, revenue is recognizedover a certain period using the rate of progress based on the proportion of actual costs to the estimated total
costs (input method), since incurred costs are judged to be proportional to the rate of progress of fulfilling theperformance obligation. However, if the period from the start of the transaction to the expected complete
fulfillment of the performance obligation in the contract is very short, revenue is recognized at the point when
the performance obligation is fully satisfied, rather than over a certain period.
(5) Conversion of assets and liabilities denominated in foreign currencies into Japanese yen
Monetary receivables and payables denominated in foreign currencies are converted into yen at the spot
exchange rates as of the end of fiscal year. The difference resulting from such conversion is recognized asincome or loss.
2.

Notes to changes in presentation method(Balance sheet)
Due to increased materiality, "Short-term loans to subsidiaries and affiliates" (54,500,000 yen in theprevious fiscal year) included in "Other" under "Current assets" in the previous fiscal year is separately listed
in the current fiscal year.

3.

Notes to accounting estimates
The following are items for which an amount has been recorded in the financial statements for the current
fiscal year based on an accounting estimate and which may have a material effect on the financial statements
for the next fiscal year.
Software 2,860,463,000 yen, Software in progress 174,160,000 yen
Software and software in progress are mainly self-use software for service provision. The asset value isevaluated based on estimated license revenue plans within five years, and these are capitalized if it is certainthat future revenues will be earned. Such estimates may be affected by uncertain future changes in economic
conditions, etc., and if the actual amount of license revenue incurred differs from the estimates, it may have asignificant impact on the amount of software and software in progress recorded in the financial statements forthe next fiscal year.

―53―

4. Notes to Balance Sheets(1) Accumulated depreciation directly deducted from assets
Property, plant and equipment
Buildings
Machinery and equipment
Tools, furniture and fixtures
Other(2) Monetary receivables from and payables to subsidiaries and affiliates
Short-term monetary receivables
Short-term monetary payables
Total amount of monetary receivables from and monetary payables to(3)
Board Directors and Corporate Auditors
Monetary payables(4) Amounts of reduction entry
The amounts of reduction entry deducted from the acquisition costs ofmachinery and vehicles due to government subsidies, etc., are as
follows.
Amounts of reduction entry(5) Overdraft agreements
To efficiently procure working capital, we have entered into overdraft
agreements with our banks. The unused balance of borrowings underthese agreements at the end of the current consolidated fiscal year is asfollows.
Maximum overdraft limit
Executed borrowing balance
Net amount5.

6.

Notes to Statements of Income
Transactions with subsidiaries and affiliates
Operating transactions (revenue)
Operating transactions (expense)
Non-operating transactions (revenue)

437,508,000 yen
66,867,000 yen
74,513,000 yen
295,151,000 yen
975,000 yen
62,273,000 yen
6,469,000 yen
915,000 yen

21,328,000 yen

1,500,000 yen
300,000 yen
1,200,000 yen

226,197,000 yen
74,265,000 yen
59,477,000 yen

Notes to Statement of Changes in Equity
Type and number of treasury shares as of the end of the current fiscal year
Common shares―54―

95,347 Shares

7.

Notes to tax effect accounting
Breakdown of deferred tax assets and deferred tax liabilities by major cause
Deferred tax assets
Provision for bonuses
68,982,000 yen
Provision for bonuses for directors (and other officers)
6,399,000 yen
Asset retirement obligations
42,732,000 yen
Accrued enterprise tax
21,699,000 yen
Shares of subsidiaries and associates
109,492,000 yen
Accrued expenses
25,430,000 yen
Excess depreciation
225,206,000 yen
Allowance for doubtful accounts
27,256,000 yen
Valuation difference on available-for-sale securities
18,373,000 yen
Other41,476,000 yen
Deferred tax assets, Subtotal
587,050,000 yen
Valuation allowance(200,006,000) yen
Total deferred tax assets
387,043,000 yen
Deferred tax liabilities
Removal costs corresponding to asset retirement obligations(36,219,000) yen
Reserve for investment loss
(19,061,000) yen
Valuation difference on available-for-sale securities(2,476,000) yen
Deferred tax liabilities, Total(57,758,000) yen
Deferred tax assets, net
329,285,000 yen

―55―

8.

Notes to non-current assets used under leases
In addition to the non-current assets recorded on the Balance Sheet, certain office equipment and other assets
are used under finance lease contracts that do not transfer ownership of the leased property to the lessee.
(1) Leased property acquisition cost, accumulated depreciation and book value as of the end of the fiscal year
Book value as of the end of
Acquisition cost
Accumulated depreciation
the fiscal year

Tools, furniture and fixtures

7,458,000 yen

4,820,000 yen

2,637,000 yen

Vehicles

5,382,000 yen

1,969,000 yen

3,412,000 yen

12,840,000 yen

6,790,000 yen

6,049,000 yen

Total

The acquisition cost is calculated based on the interest paid inclusive method, since the balance of futurelease payments is small in the balance of property, plant and equipment, etc., at the end of the fiscal year.
(2) Balance of future lease payments at the end of the period
Within 1 year
1,804,000 yen
Over 1 year
4,245,000 yen
Total
6,049,000 yen
The balance of future lease payments at the end of the period is calculated based on the interest paid
inclusive method, since the balance of future lease payments is small in the balance of property, plant andequipment, etc., at the end of the fiscal year.
(3) Lease payments and depreciation expense
Lease payments
Depreciation expense

1,776,000 yen
1,776,000 yen(4) Calculation method for depreciation expense
Depreciation is calculated by the straight-line method over the lease term with a residual value of zero.
9.

Notes to revenue recognition
Information that forms the basis for understanding revenue from contracts with customers is as described in "1.
Notes to significant accounting policies (4) Basis for recording significant revenues and expenses."

10. Notes to related-party transactions
Company, etc.
Type

Subsidiaries

Percentage ofName of company, voting rights, Relationship withetc.
etc., owned by related parties
the Company

YURASCORE
Corp.

Details oftransactions

100% directly Outsourcing of
Loan of funds
owned by the development work
(Note)
Company
Loan of funds

Amount oftransaction(1,000 yen)Account

Balance at
end of year
(1,000 yen)

Short-term loans to
subsidiaries andaffiliates
125,500 Long-term loans
receivable fromsubsidiaries andassociates(Note) For loans of funds, the interest rate is reasonably determined in consideration of market interest rates.
11. Notes to per share information(1) Net assets per share(2) Basic earnings per share131.38 yen
19.01 yen

12. Notes to significant subsequent events
Not applicable.

―56―

215,350

Audit Report on the Consolidated Financial Statements
Independent Auditor's Audit Report
May 22, 2024
To the Board of Directors of OPTiM Corporation
Grant Thornton Taiyo LLC
Tokyo Office
Designated Limited Liability Partner
Corporate Executive Partner
Designated Limited Liability Partner
Corporate Executive Partner

Certified Public
Accountant

Youichi Honma seal

Certified Public
Accountant

Motoki Ishikawa seal

Audit opinions
We have audited the Consolidated Financial Statements, comprising the Consolidated Balance
Sheet, the Consolidated Statements of Income, the Consolidated Statement of Changes in
Equity, and the Notes to the Consolidated Financial Statements of OPTiM Corporation for the
fiscal year from April 1, 2023 to March 31, 2024, in accordance with Article 444, Paragraph 4of the Companies Act.
We confirm that the above Consolidated Financial Statements present fairly, in all material
respects, the financial position and results of operations of the Group, which consisted of
OPTiM Corporation and consolidated subsidiaries, for the period, for which the Consolidated
Financial Statements were prepared, in conformity with Accounting Standard generally
accepted in Japan.
Basis for audit opinion
We have audited in accordance with the auditing standards generally accepted in Japan. Our
responsibility under the auditing standards is stated in "Auditor's responsibility in auditing theConsolidated Financial Statements." We are independent of the Company and its consolidated
subsidiaries in accordance with the rules of professional ethics in Japan, and we have fulfilled
our other ethical responsibilities as auditors. We believe that we have obtained sufficient andappropriate audit evidence that forms the basis for our opinion.
Other statements
The other statements are the business report and its supporting schedules. Management is
responsible for preparing and disclosing other statements. The responsibility of the Corporate
Auditors and the Board of Corporate Auditors is to monitor the execution of duties by the Board
Directors in the preparation and operation of the process for reporting other statements.
Our audit opinion on the Consolidated Financial Statements does not cover otherstatements and, accordingly, we express no opinion on them.
Our responsibility in the audit of the Consolidated Financial Statements is to read the otherstatements carefully and, in the course of that reading, to consider whether there are material
differences between the other statements and the Consolidated Financial Statements or our
knowledge obtained in the audit, and to pay attention to whether there is any indication ofmaterial errors in the other statements other than such material differences.

―57―

If, based on the work we have performed, we determine that there are material errors in
the other statements, we are required to report those facts.
We have no other matters to report with respect to the other statements.
Responsibility of management, Corporate Auditors, and Board of Corporate Auditors for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the Consolidated
Financial Statements in conformity with Accounting Standard generally accepted in Japan. This
includes the establishment and operation of internal control deemed necessary by management
to prepare and properly present Consolidated Financial Statements that are free from material
misstatement, either due to fraud or error.
In preparing Consolidated Financial Statements, management evaluates whether it isappropriate to prepare Consolidated Financial Statements based on the premise of going
concern, and if it is necessary to disclose matters concerning going concern in accordance withAccounting Standard generally accepted in Japan, management is responsible for disclosing
such matters.
The responsibility of the Corporate Auditors and the Board of Corporate Auditors is tomonitor the execution of duties by the Board Directors in the preparation and operation of thefinancial reporting process.
Auditor's responsibility in auditing the Consolidated Financial Statements
The auditor is responsible for obtaining reasonable assurance about whether theConsolidated Financial Statements as a whole are free of material misstatement, whether due
to fraud or error, based on the audit performed by the auditor, and for expressing an opinion on
the Consolidated Financial Statements from an independent standpoint in the audit report. A
misstatement is considered to be material if it could have been caused by fraud or error and,
individually or in the aggregate, could reasonably be expected to affect the decisions of usersof the Consolidated Financial Statements.
Throughout the audit process, the auditor will exercise professional judgment inaccordance with auditing standards generally accepted in Japan and will conduct the following
with professional skepticism.
- Identify and assess the risk of material misstatement due to fraud or error. Develop andimplement audit procedures that address the risks of material misstatement as well. The
selection and application of audit procedures are at the auditor's discretion. Obtainsufficient and appropriate audit evidence that forms the basis for the opinion.
- The purpose of an audit of the Consolidated Financial Statements is not to express an
opinion on the effectiveness of the entity's internal control; however, in making thoserisk assessments, the auditor shall consider internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstances.
- Evaluate the appropriateness of the accounting policies and methods of application
thereof adopted by management, the reasonableness of the accounting estimates madeby management, and the adequacy of related note disclosures.

―58―

- Conclude whether it is appropriate for management to prepare the Consolidated
Financial Statements on a going concern basis and, based on the audit evidence obtained,
whether there are material uncertainties regarding events or conditions that might castsignificant doubt on the entity's ability to continue as a going concern. If a material
uncertainty regarding the entity's ability to continue as a going concern exists, we are
required to draw attention to the notes to the Consolidated Financial Statements in theaudit report or, if the notes to the Consolidated Financial Statements are not appropriate
with respect to the material uncertainty, to express a modified opinion regarding theConsolidated Financial Statements. Although the auditor's conclusions are based on
audit evidence obtained up to the date of the audit report, it is possible that future eventsor circumstances may make it impossible for the entity to continue as a going concern.
- Evaluate whether the presentation and notes to the Consolidated Financial Statements
conform to Accounting Standard generally accepted in Japan, and whether theConsolidated Financial Statements, including the related notes, present fairly theunderlying transactions and accounting events, as well as the overall presentation,
structure and content of the Consolidated Financial Statements that include the related
notes.
- Obtain sufficient and appropriate audit evidence regarding the financial information of
the Company and its consolidated subsidiaries to enable us to express an opinion on theConsolidated Financial Statements. The auditor is responsible for directing, supervisingand performing the audit of the Consolidated Financial Statements. The auditor shall besolely responsible for the auditor's opinions.
The auditor shall report to the Corporate Auditors and the Board of Corporate Auditors on
the scope and timing of the planned audit, significant audit findings, including material
deficiencies in internal controls that have been identified in the course of conducting the audit,
and other matters required by the auditing standards.
The auditor shall report to the Corporate Auditors and the Board of Corporate Auditors on
the auditor's compliance with the provisions of professional ethics in Japan regarding
independence, on matters that may reasonably be considered to affect the auditor's
independence, and on measures, if any, taken to remove disincentives or safeguards, if any,
applied to reduce disincentives to an acceptable level.
Conflicts of interest
There are no interests between the Company or its consolidated subsidiaries and our audit
firm or its executive partners that should be disclosed pursuant to the provisions of the Certified
Public Accountants Law.
End

―59―

Audit Report on the Non-Consolidated Financial Statements
Independent Auditor's Audit Report
May 22, 2024
To the Board of Directors of OPTiM Corporation

Grant Thornton Taiyo LLC
Tokyo Office
Designated Limited Liability Partner
Corporate Executive Partner
Designated Limited Liability Partner
Corporate Executive Partner

Certified Public
Accountant

Youichi Honma seal

Certified Public
Accountant

Motoki Ishikawa seal

Audit opinions
We have audited the Non-consolidated Financial Statements, comprising the Nonconsolidated Balance Sheet, the Non-consolidated Statements of Income, the Non-consolidated
Statement of Changes in Equity, and the Notes to the Non-consolidated Financial Statements(hereinafter referred to as "Non-consolidated Financial Statements, etc.") of OPTiM
Corporation for the 24th fiscal year from April 1, 2023 to March 31, 2024, in accordance with
Article 436, Paragraph 2, Item 1 of the Companies Act.
We confirm that the above Non-consolidated Financial Statements, etc., present fairly, inall material respects, the financial position and results of operations of OPTiM Corporation forthe period, for which the Non-consolidated Financial Statements, etc., were prepared, inconformity with Accounting Standards generally accepted in Japan.
Basis for audit opinion
We have audited in accordance with the auditing standards generally accepted in Japan.
Our responsibility under the auditing standards is stated in "Auditor's responsibility in auditing
the Non-consolidated Financial Statements, etc." We are independent of the Company inaccordance with the rules of professional ethics in Japan, and we have fulfilled our other ethicalresponsibilities as auditors. We believe that we have obtained sufficient and appropriate audit
evidence that forms the basis for our opinion.
Other statements
The other statements are the business report and its supporting schedules. Management is
responsible for preparing and disclosing other statements. The responsibility of the Corporate
Auditors and the Board of Corporate Auditors is to monitor the execution of duties by the Board
Directors in the preparation and operation of the process for reporting other statements.
Our audit opinion on the Non-consolidated Financial Statements, etc., does not cover otherstatements and, accordingly, we express no opinion on them.
Our responsibility in the audit of the Non-consolidated Financial Statements, etc., is toread the other statements carefully and, in the course of that reading, to consider whether there
are material differences between the other statements and the Non-consolidated Financial
Statements, etc., or our knowledge obtained in the audit, and to pay attention to whether there
is any indication of material errors in the other statements other than such material differences.

―60―

If, based on the work we have performed, we determine that there are material errors in
the other statements, we are required to report those facts.
We have no other matters to report with respect to the other statements.
Responsibility of management, Corporate Auditors, and Board of Corporate Auditors for the
Non-consolidated Financial Statements, etc.
Management is responsible for the preparation and fair presentation of the Nonconsolidated Financial Statements, etc., in conformity with Accounting Standard generally
accepted in Japan. This includes the establishment and operation of internal control deemednecessary by management to prepare and properly present Non-consolidated Financial
Statements, etc., that are free from material misstatement, either due to fraud or error.
In preparing the Non-consolidated Financial Statements, etc., management evaluates
whether it is appropriate to prepare Non-consolidated Financial Statements, etc., based on thepremise of going concern, and if it is necessary to disclose matters concerning going concern
in accordance with Accounting Standard generally accepted in Japan, management is
responsible for disclosing such matters.
The responsibility of the Corporate Auditors and the Board of Corporate Auditors is tomonitor the execution of duties by the Board Directors in the preparation and operation of thefinancial reporting process.
Auditor's responsibility in auditing the Non-consolidated Financial Statements, etc.
The auditor is responsible for obtaining reasonable assurance about whether the Nonconsolidated Financial Statements, etc., as a whole are free of material misstatement, whether
due to fraud or error, based on the audit performed by the auditor, and for expressing an opinion
on the Non-consolidated Financial Statements, etc., from an independent standpoint in the audit
report. A misstatement is considered to be material if it could have been caused by fraud or
error and, individually or in the aggregate, could reasonably be expected to affect the decisionsof users of the Non-consolidated Financial Statements, etc.
Throughout the audit process, the auditor will exercise professional judgment inaccordance with auditing standards generally accepted in Japan and will conduct the following
with professional skepticism.
- Identify and assess the risk of material misstatement due to fraud or error. Develop andimplement audit procedures that address the risks of material misstatement as well. The
selection and application of audit procedures are at the auditor's discretion. Obtainsufficient and appropriate audit evidence that forms the basis for the opinion.
- The purpose of an audit of the Non-consolidated Financial Statements, etc., is not to
express an opinion on the effectiveness of the entity's internal control; however, inmaking those risk assessments, the auditor shall consider internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances.
- Evaluate the appropriateness of the accounting policies and methods of application
thereof adopted by management, the reasonableness of the accounting estimates madeby management, and the adequacy of related note disclosures.

―61―

- Conclude whether it is appropriate for management to prepare the Non-consolidated
Financial Statements, etc., on a going concern basis and, based on the audit evidence
obtained, whether there are material uncertainties regarding events or conditions thatmight cast significant doubt on the entity's ability to continue as a going concern. If amaterial uncertainty regarding the entity's ability to continue as a going concern exists,
we are required to draw attention to the notes to the Non-consolidated Financial
Statements, etc., in the audit report or, if the notes to the Non-consolidated Financial
Statements, etc., are not appropriate with respect to the material uncertainty, to expressa modified opinion regarding the Non-consolidated Financial Statements, etc. Although
the auditor's conclusions are based on audit evidence obtained up to the date of the audit
report, it is possible that future events or circumstances may make it impossible for theentity to continue as a going concern.
- Evaluate whether the presentation and notes to the Non-consolidated Financial
Statements, etc., conform to Accounting Standards generally accepted in Japan, andwhether the Non-consolidated Financial Statements, etc., including the related notes,
present fairly the underlying transactions and accounting events, as well as the overall
presentation, structure and content of the Non-consolidated Financial Statements, etc.,that include the related notes.
The auditor shall report to the Corporate Auditors and the Board of Corporate Auditors on
the scope and timing of the planned audit, significant audit findings, including material
deficiencies in internal controls that have been identified in the course of conducting the audit,
and other matters required by the auditing standards.
The auditor shall report to the Corporate Auditors and the Board of Corporate Auditors on
the auditor's compliance with the provisions of professional ethics in Japan regarding
independence, on matters that may reasonably be considered to affect the auditor's
independence, and on measures, if any, taken to remove disincentives or safeguards, if any,
applied to reduce disincentives to an acceptable level.
Conflicts of interest
There are no interests between the Company and the audit firm or its executive partners
that should be disclosed pursuant to the provisions of the Certified Public Accountants Law.
End

―62―

Audit Report from the Board of Corporate Auditors
Audit Report
With respect to the Board Directors' performance of their duties during the 24th fiscal year
from April 1, 2023 to March 31, 2024, the Board of Corporate Auditors, based on the audit
reports prepared by each of the Corporate Auditors, has prepared this audit report and hereby
reports as follows as the unanimous opinion of all the Corporate Auditors after deliberation.
1. Method and details of audits by Corporate Auditors and the Board of Corporate Auditors(1) The Board of Corporate Auditors established the audit policy and audit plan for thecurrent fiscal year, received reports from each Corporate Auditor on the status and resultsof their audits, received reports from the Board Directors, etc., and the Accounting Auditor
on the status of execution of their duties, and requested explanations as necessary.
(2) In accordance with the audit policy and audit plan, etc., established by the Board of
Corporate Auditors, each Corporate Auditor endeavored to communicate with the Board
Directors, internal audit staff, other employees, etc., to collect information and develop theaudit environment, and conducted audits in the following manner.
a. Attended meetings of the Board of Directors and other important meetings, received
reports from Board Directors and persons in charge of internal audit on the status ofexecution of their duties, requested explanations as necessary, perused important
approval documents, etc., and investigated the status of operations and assets at the head
office and principal business offices. With respect to subsidiaries, we communicated andexchanged information with Board Directors, Corporate Auditors, and others of thesubsidiaries, and received business reports from the subsidiaries as necessary.
b.With respect to a system to ensure that the execution of duties by Board Directors as
stated in the Business Report complies with laws and regulations and the Articles ofIncorporation of the Company, details of the resolution of the Board of Directors
regarding the development of other systems stipulated in Article 100, Paragraphs 1 and
3 of the Enforcement Regulations of the Companies Act as necessary to ensure theappropriateness of business operations of a stock company, and the systems establishedin accordance with such resolutions (the internal control system), we have regularly
received reports from Board Directors and employees, etc., on the status of its
establishment and operation, and when necessary, we have requested explanations andexpressed our opinions.
c. We monitored and verified whether the Accounting Auditor maintained its independence
and conducted appropriate audits, as well as received reports from the Accounting
Auditor on the execution of its duties and requested explanations as necessary. In
addition, we received notice from the Accounting Auditor that systems to ensure that
duties are performed properly (matters set forth in each item of Article 131 of the
Corporate Calculation Regulations) are maintained in accordance with the Quality
Control Standards for Audits (Business Accounting Council) and other relevant
standards, and sought explanations as necessary.

―63―Based on the above methods, we have examined the Business Report and its supporting
schedule, the Non-consolidated Financial Statements (Non-consolidated Balance Sheet,
Non-consolidated Statements of Income, Non-consolidated Statement of Changes in
Equity, and Notes to Non-consolidated Financial Statements) and its supporting schedules,
and the Consolidated Financial Statements (Consolidated Balance Sheet, Consolidated
Statements of Income, Consolidated Statement of Changes in Equity and Notes toConsolidated Financial Statements) for the current fiscal year.
2. Audit results(1) Results of audit of Business Reports, etc.
a. In our opinion, the Business Report and its supporting schedules present fairly thecondition of the Company in conformity with applicable laws and regulations and the
Articles of Incorporation of the Company.
b.We have found no misconduct or material facts in violation of laws and regulations or
the Articles of Incorporation in connection with the Board Directors' performance of theirduties.
c. In our opinion, the contents of the resolution of the Board of Directors regarding theinternal control system are appropriate. In addition, we have found no matters to be
pointed out with respect to the descriptions in the Business Report and the execution ofduties by the Board Directors with respect to such internal control system.
(2) Results of audit of Financial Statements and supplementary schedules
In our opinion, the auditing methods and results of the Accounting Auditor, Grant
Thornton Taiyo LLC, are appropriate.
(3) Results of audit of Consolidated Financial Statements
In our opinion, the auditing methods and results of the Accounting Auditor, Grant
Thornton Taiyo LLC, are appropriate.
May 23, 2024

Board of Corporate Auditors of OPTIM Corporation
Outside Corporate Auditor (full-time)
Takayuki Kojima seal
Outside Corporate Auditor
Katsuo Yoshidomi seal
Outside Corporate Auditor
Yoshinori Isagai
seal
End

―64―

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appointment of Six Board Directors
The terms of all six Board Directors will expire at the conclusion of this General Meeting.
Therefore, the appointment of six Board Directors is requested.
If this Proposal is approved as originally proposed, the ratio of Independent Outside Board
Directors on the Board of Directors will be one-third or more, as required by the Corporate
Governance Code.
Candidate
NumberName(Date of birth)

Brief history, position, responsibilities at the Company(Significant concurrent positions)Shunji Sugaya(June 13, 1976)

June 2000 Established the Company while
studying at Saga University Faculty ofAgriculture
Appointed Representative Director andPresident (current)
To the present(Position and responsibilities)
Member of the Nominating Committee and theRemuneration Committee(Significant concurrent positions)Representative Director, OPTiM Digital Construction
Corporation,

Reappointment

1

Reappointment

2

Number of shares
heldin the Company

34,209,600
sharesReason for candidacy
As the founding president, he has led the Company to achieve record sales for 24 consecutive terms
since its founding. His management experience based on a broad perspective is expected to enhancethe effectiveness of the decision-making and supervisory functions of the Company's Board of
Directors, so he has been selected as a candidate for Board Director.
April 2006 Joined the Company
April 2013 Director of Business Unit 3
January 2016 Executive Officer Director of Business
Unit 1
April 2017 Executive Officer Director of the
Genta Taniguchi
Platform Business Division
30,200 shares(February 10, 1982)
July 2019 Director of the Technology General
Headquarters
June 2020 Appointed Director of Technology(current)
To the present
Reason for candidacy
Since being appointed as a Board Director in 2020, he has overseen the Development Division as
Director of Technology, responsible for the development and operation of products. His insight, skills,
and business experience are expected to continue enhancing the effectiveness of the decision-making
and supervisory functions of the Company's Board of Directors, so he has been selected as a candidate
for Board Director.

―65―

Candidate
NumberName(Date of birth)

Brief history, position, responsibilities at the Company(Significant concurrent positions)
April 2009
April 2014

Reappointment

3

Reappointment

4

Takeshi Kyusaka(August 4, 1984)

Joined the Company
Head of Corporate & Marketing IR
OfficeApril 2017 Executive Officer Director of theIndustry Business Division
July 2019 Director of the Business General
Headquarters
June 2020 Appointed Director of Sales (current)
To the present(Significant concurrent positions)Board Director, OPTiM AGRI MICHINOKU Corp.
Board Director, OPTiM Bank Technologies Corp.
Representative Director, OPTiM Farm Corporation
Board Director, NTT e-Drone Technology Corporation

Number of shares
heldin the Company

7,600 shares

Reason for candidacy
Since being appointed as Board Director in 2020, he has overseen the sales division as the Director
in charge of Sales and has been responsible for a wide range of tasks including sales, marketing, andplanning. His insight, skills, and business experience are expected to continue enhancing theeffectiveness of the decision-making and supervisory functions of the Company's Board of Directors,
so he has been selected as a candidate for Board Director.
April 1996 Joined Shōkō Fund Co., Ltd.
July 2003 Joined Galia Plus Co., Ltd.
January 2006 Joined Clearstone Co., Ltd.
June 2007 Appointed Board Director of
Clearstone Co., Ltd.
March 2010 Resigned as Board Director of
Clearstone Co., Ltd.
Akihiro Hayashi
16,280 shares
April 2010 Joined the Company(October 22, 1973)
June 2011 Appointed Board Director in chargeof Administration (current)
To the present(Significant concurrent positions)
Corporate Auditor, OPTiM AGRI MICHINOKU Corp.
Corporate Auditor, OPTiM Bank Technologies Corp.
Reason for candidacy
Since being appointed as Board Director in 2011, he has been well-versed in the overall operationsof the Company as the Director in charge of Administration and has played an important role ininternal controls, information management, etc. His extensive business experience are expected tocontinue enhancing the effectiveness of the decision-making and supervisory functions of theCompany’s Board of Directors, so he has been selected as a candidate for Board Director.

―66―

Candidate
NumberName(Date of birth)

Brief history, position, responsibilities at the Company(Significant concurrent positions)
April 1968

OutsideIndependent

Reappointment

5
Rikihei Egawa(January 6, 1945)

Joined Hayakawa Electric Industry
Co., Ltd. (now Sharp Corporation)
April 1997 General Manager of the Information
and Communication Sales Division of
Sharp Corporation
December 1999 Deputy General Manager of theInformation and Communication
Sales Division of Sharp Corporation
January 2001 Deputy General Manager of theDomestic Sales Division of Sharp
Corporation
April 2006 NTT Electronics Corporation
Head of Sales Division, BB System
Devices Business Headquarters
September 2015 Appointed Outside Director of theCompany (current)
To the present(Significant concurrent positions)
Chairman of the Nominating Committee, Chairman of theRemuneration Committee, Chairman of the Special
Committee

Number of shares
heldin the Company

6,400 shares

Reason for candidacy
Since being appointed as Outside Director of the Company in 2015, he has attended all Board of
Directors meetings and has contributed to the supervisory function of the Board of Directors with his
extensive sales experience. He is expected to continue enhancing the effectiveness of the decisionmaking and supervisory functions of the Company's Board of Directors from an objective standpoint
independent of management, so he has been selected as a candidate for Independent Outside Director.
His term as Outside Director will be 8 years and 10 months at the conclusion of this General Meeting.

―67―

Candidate
NumberName(Date of birth)

Brief history, position, responsibilities at the Company(Significant concurrent positions)
April 2003

OutsideYuichiro Takezaki(July 9, 1979)

Independent

Reappointment

6

Joined Morgan Stanley Securities Co.,Ltd.
November 2006 Perry Capital Senior Analyst
October 2009 Japan Representative, Silver Lake
Partners
July 2013 CFO, Telepathy Japan Inc.
August 2019 Executive Officer and CSO, Fairy
Devices Inc.
December 2020 Appointed Director of Fairy Devices
Inc. (current)
June 2022 Appointed Outside Director of theCompany (current)
To the present(Position and responsibilities)
Member of the Nominating Committee, the Remuneration
Committee, and the Special Committee(Significant concurrent positions)Board Director, Fairy Devices Inc.
Board Director, Hongo Research Institute Inc.
Board Director, Sojitz Morinomirai Corporation
Board Director, KINKA Asset Management Co., Ltd.

Number of shares
heldin the Company

0 shares

Reason for candidacy
Since being appointed as Outside Director of the Company in 2022, he has attended all Board of
Directors meetings and has contributed to the supervisory function of the Board of Directors with his
knowledge of financial institutions and his extensive experience as a manager at an IT company. He
is expected to continue enhancing the effectiveness of the decision-making and supervisory functionsof the Company's Board of Directors from an objective standpoint independent of management, so hehas been selected as a candidate for Independent Outside Director. His term as Outside Director willbe 2 years at the conclusion of this General Meeting.
(Note)

1. There are no special interests between any of the candidates and the Company.
2. Shunji Sugaya is defined as a parent company, etc., under Article 2, Item 4-2 of the Companies Act.
3. The number of shares of the Company held by the above Board Director candidates is as of March 31,
2024.
4. Rikihei Egawa and Yuichiro Takezaki are candidates for Outside Board Directors. Board Directors
Rikihei Egawa and Yuichiro Takezaki have been notified as Independent Board Directors to the Tokyo
Stock Exchange as per its regulations, and if appointed as proposed, they will continue to be Independent
Board Directors.
5. The Company has entered into a liability limitation agreement with Rikihei Egawa and Yuichiro
Takezaki as per Article 423, Paragraph 1 of the Companies Act, limiting their liability to the minimum
liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, provided they have acted
in good faith and without gross negligence in performing their duties. If their reappointment is approved,
the Company plans to continue the liability limitation agreement with both of them.
6. The Company has concluded a Directors And Officers Liability Insurance (D&O insurance) Contract
with an insurance company, as defined in Article 430-3, Paragraph 1 of the Companies Act. If this
Proposal is approved as originally proposed and the candidates are appointed as Board Directors, eachcandidate will become an insured person under the said insurance contract. The summary of the contentsof the contract is as described in the business report "4. (3) Summary of contents of Directors and Officers
Liability Insurance Contract." The Company plans to renew the said insurance contract in December
2024, midway through the term.

―68―

(For Reference) Skill Matrix of the Board of Directors
The composition of the Board of Directors and the main skills, experience, and knowledge of each officer if
Proposal No. 1 is approved are as follows:
By leveraging each individual's expertise and maintaining overall balance, we have established a systemallowing us to flexibly respond to various changes in the business environment.
Position

Finance &Accounting

Human
Resources,
Labor, &TalentDevelopment

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Genta
Taniguchi

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Takeshi
Kyusaka

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Name

Shunji
SugayaBoard
Director

Corporate
Innovation
Management○

AkihiroHayashi
Rikihei
Outside Egawa
Board
Director Yuichiro
Takezaki―69―

Legal &
Internal
Environmental &Risk
Control &SocialManagement
Governance

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Proposal No. 2: Determination of Stock Option Remuneration Amount and Details for Board
Directors (excluding Outside Board Directors)
I. Reasons for the proposal and why the remuneration is appropriate
To increase motivation and morale regarding the Company's performance and corporate
value enhancement, and to promote operations that further prioritize shareholders' interests,
the approval for the amount of remuneration, etc. regarding stock acquisition rights as stock
options for the Company's Board Directors (excluding Outside Board Directors) and thespecific details on stock acquisition rights is requested.
The stock options for which approval is requested in this Proposal are stock options
allocated to provide incentives to further enhance motivation and morale towards improving
the Company's performance and increasing corporate value. The upper limit of the
remuneration amount and the total number of stock acquisition rights to be granted in this
Proposal have been determined by comprehensively considering various circumstances,including the execution status and contribution of the Board Directors' duties. The specificdetails are deemed appropriate.
II. Details of the Proposal (amount and details of remuneration, etc. in this System)
1. Amount of remuneration for stock acquisition rights as stock options
The remuneration for the Company's Board Directors, based on Article 361, Paragraph
1 of the Companies Act, was approved at the 18th Ordinary General Meeting of
Shareholders held on June 28, 2018 to be within 600 million yen per year (of which up to
100 million yen is for Outside Board Directors, excluding employee salaries for Board
Directors who concurrently serve as employees).
This time, to increase motivation and morale towards improving the Company's
performance and corporate value, and to share the benefits and risks of stock pricefluctuations with shareholders, thereby further enhancing the willingness to contribute tostock price appreciation and corporate value enhancement, approval is requested for anannual amount of remuneration for stock acquisition rights as stock options to be within 90
million yen for the Company's Board Directors (excluding Outside Board Directors,
hereinafter referred to as "Eligible Board Directors").
The amount of stock acquisition rights to be issued as stock option remuneration to
Eligible Board Directors will be the fair value per stock acquisition right calculated as of
the allocation date multiplied by the total number of stock acquisition rights to be allocated.
The fair value per stock acquisition right as of the allocation date will be calculated using agenerally accepted method for calculating the fair value of stock acquisition rights.
If this Proposal is approved, the policy on the content of individual remuneration, etc.
for Board Directors as described in the business report (page 22 of this Notice) will be
modified by the Company's Board of Directors after the conclusion of this General Meetingof Shareholders to align with the approved content, with changes to the non-monetary
remuneration details described on page 23 of this Notice. This Proposal aligns with therevised policy and its content is deemed appropriate.
If Proposal No. 1 "Appointment of Six Board Directors" is approved as originallyproposed, the Board of Directors will consist of six Board Directors (including two Outside
Board Directors).
If this Proposal is approved, the Company also plans to allocate similar stock options to―70―

employees of the Company in addition to the Eligible Board Directors.
The upper limit of the remuneration amount, the total number of stock acquisition rights
to be issued, and the conditions for granting stock acquisition rights in this Proposal havebeen determined after deliberation by the Remuneration Committee, comprehensively
considering various factors.
Furthermore, the specific remuneration amount, the number of stock acquisition rights
to be granted, and the conditions for each Board Director will be decided by the Board of
Directors after consulting with the Remuneration Committee.
Therefore, the content of this Proposal is deemed appropriate.
2. Details of the remuneration, etc. (specific details of the stock acquisition rights issued as
stock options)(1) Number of stock acquisition rights
The maximum number of stock acquisition rights to be issued within one year from thedate of the Ordinary General Meeting of Shareholders for each fiscal year is 1,000.
(2) Type and number of shares for which the stock acquisition rights are issued
The maximum number of shares underlying the stock acquisition rights to be issued
within one year from the date of the Ordinary General Meeting of Shareholders for eachfiscal year is 100,000 shares. The type of shares underlying the stock acquisition rights will
be common shares, and the number of shares per stock acquisition right will be 100. If it isappropriate for the Company to adjust the number of shares due to a stock split, reverse
stock split, etc. of the Company's common shares, the Company will make adjustments as
it deems necessary.
(3) Amount payable in exchange for stock acquisition rights
No payment is required in exchange for stock acquisition rights.
(4) Value of property contributed upon exercise of the stock acquisition rights
The exercise price will be the higher of the amount obtained by multiplying the averageclosing price of the Company's common shares in regular trading on the Tokyo Stock
Exchange on each day of the month preceding the month in which the stock acquisitionrights are issued (excluding days with no concluded transactions) by 1.05 (rounding up any
fraction less than 1 yen) and the closing price of the Company's common shares on theTokyo Stock Exchange on the date of issuance of the stock acquisition rights (or the mostrecent closing price if there is no transaction on that day). If it is appropriate for theCompany to adjust the exercise price due to a stock split, reverse stock split, etc. of theCompany's common shares, the Company will make adjustments as it deems necessary.
(5) The period during which the stock acquisition rights can be exercised
The exercise period of the stock acquisition rights will be determined by the Board of
Directors within the range from the date two years after the resolution to grant the stockacquisition rights to the date ten years after the resolution.
(6) Restrictions on acquiring stock acquisition rights by transfer
The acquisition of stock acquisition rights by transfer requires approval by the Board of―71―

Directors.
(7) Summary of conditions for exercising stock acquisition rights(i) Stock acquisition rights can be exercised by the stock acquisition right holders who
were allocated the rights at the time of issuance.
(ii) Those who were Board Directors, Corporate Auditors, or employees of the Company
at the time of issuance of the stock acquisition rights must continue to be Board
Directors, Corporate Auditors, or employees of the Company, its subsidiaries, oraffiliates at the time of exercising the stock acquisition rights. However, this does not
apply if the Company's Board of Directors recognizes that there are legitimate reasons
such as resignation due to term expiration, retirement age, or other justifiable reasons.
(iii) If the stock acquisition right holder dies, their heirs will not inherit the stock acquisitionrights.
(iv) Other conditions for exercising rights will be determined by the resolution of the Boardof Directors on issuing the stock acquisition rights.
(8) Summary of matters concerning acquisition of stock acquisition rights (acquisition clauses)(i) If the Company receives approval at a General Meeting of Shareholders (or a Board of
Directors resolution if General Meeting of Shareholders approval is not required) for amerger contract in which the Company becomes the extinguished company, a divisioncontract or division plan in which the Company becomes the divided company, or ashare exchange contract or share transfer plan in which the Company becomes a wholly
owned subsidiary, the Company may acquire all of the stock acquisition rights without
consideration on a date separately determined by the Board of Directors.
(ii) If the person allocated the stock acquisition rights no longer meets the conditions forexercising the rights as specified in (7) above, the Company may acquire the stockacquisition rights without consideration.
(9) Other matters concerning the offer for subscription of stock acquisition rights
Other details regarding the stock acquisition rights will be determined by the Board of
Directors determining the matters related to an offer for subscription of the stock acquisitionrights.
End―72―

Map of the Venue of the General Meeting of Shareholders
Venue: 1 Honjomachi, Saga-shi, Saga
OPTiM Headquarters Building
TEL 0952-41-4277

SAGA Sunrise
Park
Saga city cultural hall
Police station
Saga Station

City hall
Saga University West

Prefectural
officeSaga University Honjo Campus
Transportation

OPTiM
Headquarters Building

Approximately 15 minutes by bus from JR Saga Station(6-minute walk from Saga University West Bus Stop)
Approximately 20 minutes by cab from Kyushu Saga International Airport*Please note that there is no free parking.

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