Notice of Convocation of
the Extraordinary General
Meeting of Shareholders
Morningstar Japan K.K.
■ Date and Time■ Venue

10:00 a.m., March 29, 2023
(Wednesday)
Palace HotelAoi (2nd floor)
Tokyo1-1-1, Marunouchi, Chiyoda-ku,
Tokyo, Japan

Please refer to the "Extraordinary General Meeting of Shareholders Venue Guide
Map" at the end of this notice to avoid any mistakes.
After this extraordinary general meeting of shareholders, we will hold a “Recent
Management Report: New Challenges and Strategies for Leap Forward.”
This Extraordinary General Meeting of Shareholders and the recent management
briefing will be streamed (live) on the Internet.

Securities code 4 7 6 5Table of contents
To our shareholders…………………………………………….…1
Notice of Convocation of the Annual Meeting of
Shareholders for the 25th Fiscal Year………………………..…4（Exhibits）
Reference Document for the Extraordinary Meeting of Shareholders
Agenda Item No. 1: Partial Amendments to the Articles ofIncorporation (Change of Trade Name) ………6
Agenda Item No. 2: Approval of an Absorption-type Company Split
Agreement with a Subsidiary…………..………8

To our shareholders:
We would like to express our sincere appreciation to our shareholders for theircontinued, exceptional support.
The Company was incorporated on March 27, 1998 as a joint venture between thecurrent SBI Holdings, Inc., and Morningstar, Inc., with the objective of “Providing
abundant and unbiased financial information from a neutral and objective
perspective and contributing to the appropriate asset formation of investors”. With
your tremendous support, we will celebrate the 25th anniversary of our foundation
on March 27 this year. Just two years and three months after its foundation, theCompany was listed on the NASDAQ Japan Market (currently, the Tokyo Stock
Exchange). Since then, the Company has promoted two businesses, the“Financial Services Business”, which focuses on financial information, and the“Asset Management Business”, which manages assets. Owing to these twobusinesses, the Company expects to increase profits and dividends for the 14th
consecutive year at the end of the current fiscal year. As for the listing of theCompany, it changed its market section to the first section of the Tokyo Stock
Exchange in October 2020 and it was able to be listed on the Prime Market of theTokyo Stock Exchange in April 2022.

Representative Director andPresident

Tomoya Asakura

In terms of the Company’s current business, the Asset Management Business hasgrown to account for approximately 75% of consolidated sales and profits. With
regard to the business environment surrounding the Company in the future, we
assume that the new NISA, under the “Doubling Asset-Based Income Plan” totake effect in January 2024, will bring about a full-fledged shift “from savings toinvestment” and “from savings to asset formation”, and we intend to take thisopportunity to significantly expand our Asset Management Business.

On the other hand, Morningstar Inc. intends to leverage the power of the “Morningstar” brand to develop global andindependent ratings, data, software and other services in the Japanese market, and as a result of discussions between thetwo companies, the Company and Morningstar Inc. of the United States have reached an agreement on the termination of thelicense agreement and return of the “Morningstar” brand.
Since its foundation, the Company has strived to increase the value of the “Morningstar” brand in Japan, where it has been
widely recognized by investors, financial institutions, the media and many others. In fact, Morningstar, Inc. greatly appreciatedthe Company's efforts to increase the value of the “Morningstar” brand in Japan and will pay 8 billion yen as consideration for
the return of “Morningstar” brand by the Company to Morningstar, Inc. We will make effective use of the 8 billion yen to bereceived, including through the acquisition of asset management companies in Japan and abroad, and will consider further
enhancing shareholder returns for our shareholders. As only the “Morningstar” brand will be returned in the return of thelicense on this occasion, the Financial Services Business will continue to offer current products and services under the“Wellness Advisor” brand on and after March 30, 2023.
We sincerely ask our shareholders for their continued support.
March 2023

1

To our shareholders:

Securities Code: 4765
(Sending date) March 14, 2023
(Commencement date of measures for electronic provision) March 7, 2023

1-6-1, Roppongi, Minato-ku, Tokyo, Japan

Morningstar Japan K.K.
Tomoya Asakura, Representative Director

Notice of Convocation of the Extraordinary General Meeting of Shareholders
The Company cordially invites you to attend the Extraordinary General Meeting of Shareholders of the Company, which will be held
as described below.
If you are unable to attend the meeting, you can exercise your voting rights by any of the methods described bellow. We kindly
request you to read the Reference Document for the General Meeting of Shareholders and the Measures for Electronic Provision
described below and exercise your voting rights no later than 5:45 p.m., (Tuesday) March 28, 2023.
[Exercise your voting rights via mail]Indicate “for” or “against” for each agenda item on the voting form enclosed herewith and return it so that it reaches us by thedeadline above.
[Exercise your voting rights via the Internet]
Refer to “Information on the Exercise of Voting Rights via the Internet” on page 4 and exercise your voting rights no later than thedeadline above.
Sincerely yours, Tomoya Asakura

1. Date and time
２ . Venue

3 Purposes

10:00 a.m., (Wednesday) March 29, 2023
1-1-1, Marunouchi, Chiyoda-ku, Tokyo, Japan
Function Room Aoi (2nd floor) Palace Hotel Tokyo
Please make sure to come to the correct location by reviewing the “Information Map of the Venue for
the Extraordinary General Meeting of Shareholders” provided at the end of this document.
Items to be resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation(Change of Trade Name)
Proposal No. 2: Approval of an Absorption-type Company Split Agreementwith a Subsidiary

Information on measures to be taken against COVID-19 for this Extraordinary General Meeting of
Shareholders
If you plan to attend the meeting, we kindly ask you to take good care of your health until the date of the meeting and to not force yourself toattend if you feel unwell.
We will live-stream the Annual Meeting of Shareholders on the Internet (live coverage) so that you can watch the meeting at home without coming
to the venue.
In addition, you can exercise your voting rights in advance in writing or via the Internet. We would appreciate it if you would consider these options.
• At the venue of the Annual Meeting of Shareholders, we will arrange seats in a way that will allow for sufficient space between them to prevent
infection. In order to secure sufficient space, we cannot place tables at our shareholders’ seats. Therefore, we cannot serve coffee in cups.
• Our staff members attending the meeting will assign you a seat. If there are insufficient seats for shareholders, we may restrict the number ofshareholders who can enter the venue. Thus, you may not be able to enter even if you come to the venue.
• At the entrance of the venue, we would like to ask for your cooperation in measuring your temperature with a thermograph or other similar
device, disinfecting your hands with alcohol and wearing a mask.
• Our staff members will wear masks, gloves and the like at the Extraordinary General Meeting of Shareholders.

2Electronic provision of documents for general meetings of shareholders
In calling the General Meeting of Shareholders, information contained in the Reference Documents for the General
Meeting of Shareholders, etc. (matters to be provided electronically) has been provided electronically and posted on
the Internet on the following websites under the title, "Notice of the Extraordinary General Meeting of Shareholders".
We would appreciate it if you would access one of the websites and confirm the information.
[The Company website]
https://www.morningstar.co.jp/company/ir/meeting/index.html(Please access the above website and select "General Meeting of Shareholders" from the menu to confirm.)[SBI Asset Management Co., Ltd. website]
http://www.sbiam.co.jp/gaiyo/gaiyo_gai.html(Please access the above website and select "Corporate Information" and then select "Morningstar Japan K.K. Noticeof Extraordinary General Meeting of Shareholders" from the menu to confirm.)[Website for documents for general meetings of shareholders]
https://d.sokai.jp/4765/23983510/[Tokyo Stock Exchange website (TSE Listed Company Search]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please access the TSE website above, enter and search for "Morningstar" under "Issue name (company name)" orenter and search for our Securities Code “4765” under “Code," select “Basic information" and "Documents for public
inspection / PR information" in that order, and then confirm from the "Notice of General Shareholder
Meetings/Information Material for a General Shareholders Meeting" column under "Documents for public inspection.")3

■ If you do not indicate your approval or disapproval of each proposal on the voting form you return, we will treat it as an indicationof approval for company proposals and disapproval for shareholder proposals.
■ When you attend the meeting, we kindly request that you submit the enclosed voting form at the reception desk of the venue.
■ If you wish to exercise your voting rights by proxy, you can attend the Annual Meeting of Shareholders by appointing as yourproxy another shareholder holding voting rights; provided, however, that your proxy needs to submit a power of attorney and yourvoting form as documents evidencing the proxy’s authority to represent.
■ According to the amendment of the Companies Act, matters relating to the measures for electronic provision, such as theReference Documents for the General Meeting of Shareholders, shall, in principle, be accessed via the aforementioned websites
for confirmation, and shall be sent in paper form only to shareholders who have requested the delivery of paper-based
documents by the record date. However, regardless of whether or not a request for the delivery of paper-based documents ismade, paper-based documents containing matters relating to the measures for electronic provision (excluding, however,"Financial Statements, etc. for the Most Recent Business Year of the Successor Company in an Absorption-type Company Split"
in "Proposal No. 2: Approval of an Absorption-type Company Split Agreement with a Subsidiary" in the Reference Document for
the General Meeting of Shareholders) are sent to all shareholders uniformly for this Extraordinary General Meeting of
Shareholders.
■ While paper-based documents containing matters relating to the measures for electronic provision shall also be sent toshareholders who have requested the delivery of paper-based documents, such documents exclude the "Financial Statements,
etc. for the Most Recent Business Year of the Successor Company in an Absorption-type Company Split" in "Proposal No. 2:
Approval of an Absorption-type Company Split Agreement with a Subsidiary" in the Reference Document for the General Meetingof Shareholders, in accordance with laws and regulations and the provisions of Article 15 of the Articles of Incorporation of theCompany.
■ If any amendments are made to this Notice of Convocation or to the Measures for Electronic Provision, a notice to that effect, thematters before the amendments and those after the amendments will be posted on the websites of each company and the TSE
website on the Internet mentioned above.
■ The venue, starting time and other details of the Annual Meeting of Shareholders are subject to change due to any circumstancearising up to the day of the meeting. The details of such change will be posted on the Company’s website on the Internet.
■ The results of the resolutions at the meeting will be posted on the Company’s website on the Internet.

The Company’s website (https :// www.morningstar.co.jp/)

We will live-stream the Annual Meeting of Shareholders and the Briefing Session on Our Latest
Management Situation on the Internet (live coverage).
You can watch the Annual Meeting of Shareholders and the Briefing Session on Our Latest
Management Situation in real time without coming to the venue. We hope that you will utilize
this opportunity.
After the close of the Extraordinary Meeting of Shareholders, we will hold the Briefing Session
on Our Latest Management Situation regarding Strategies for New Challenges and Growth at
the same venue.
We will continue to live-stream the Briefing Session on Our Latest Management Situation
following the Annual Meeting of Shareholders.
At the Briefing Session on Our Latest Management Situation, Tomoya Asakura, theCompany’s Representative Director, will explain the details of the businesses of the Group, its
latest management situation, the future outlook and other relevant topics separately from theExtraordinary General Meeting of Shareholders.
Please refer to “Information on Live-Streaming of the Annual Meeting of Shareholders and theBriefing Session on Our Latest Management Situation” attached hereto to watch the livestream.
Please be advised that you cannot exercise your voting rights by watching the live-stream of
the Annual Meeting of Shareholders. You need to exercise your voting rights via the Internet or
by mail.

4

Information on the Exercise of Voting Rights via the Internet
You can exercise your voting rights via the Website for Exercising Voting Rights in lieu of exercising voting
rights in writing.

Entering Your Login ID and Tentative
Password

Scanning a QR CodeYou can log into the Website for Exercising Voting Rights without
entering your Login ID and tentative password.
Please scan the QR Code for login printed on the right side of thevoting form enclosed herewith and enter necessary information inaccordance with the guidance on the screen.

Exercise of voting rights
Website for Exercising Voting Rights https://evote.tr.mufg.jp/

Please log into the website with your code and password forexercising your voting rights, which are printed on the right side of
the voting form enclosed herewith, and enter necessary informationin accordance with the guidance on the screen.

You can use the QR Code to log into the website only once. If you exercise your voting rights again or exercise them without using the QR Code, see“Entering Your Login ID and Tentative Password” on the right.

ExampleExampleFor login
QR Code

Login ID
Password(1) The deadline for exercising your voting rights is 5:45 p.m., (Tuesday) March 28, 2023.
(2) If you exercise your voting rights both in writing and via the Internet, we will treat your exercise via the Internet as valid.
(3) If you exercise your voting rights via the Internet multiple times, we will treat your last exercise as valid.
(4) Your password (including your changes) is valid for this meeting only. We will issue a new password for the next Annual Meeting of
Shareholders when it is held.
(5) You need to pay the cost of your Internet connection.
(Notice)• Your password is a means to verify your identity as a voter. The Company will never ask you about your password.
• If you enter an incorrect password a certain number of times, your password will be locked and you will not be able to use it. If it is locked,
follow the procedures in accordance with the guidance on the screen.
• The provider of the Website for Exercising Voting Rights has verified that it operates with general Internet connection devices. However, it
may not be available for certain types of devices.
• Should you have any questions, please contact the Securities Agency Division of Mitsubishi UFJ Trust and Banking Corporation, theCompany’s shareholder register administrator.

Securities Agency Division of
Mitsubishi UFJ Trust and Banking
Corporation (Helpdesk)(1) Dedicated point of contact for inquiries on how to use the Website for
Exercising Voting Rights and other related matters:
0120-173-027 (toll free) (available from 9:00 a.m. to 9:00 p.m.)(2) Point of contact for inquiries on matters concerning share administration otherthan the above:
0120-232-711 (toll free) (available from 9:00 a.m. to 5:00 p.m. on weekdays)* QR Code is a registered trademark of DENSO WAVE INCORPORATED.

5

Reference Document for the Annual Meeting of Shareholders
Proposal No. 1

Partial Amendments to the Articles of Incorporation(Change of Trade Name)

1. Reasons for the proposal
On January 27, 2023, the Company concluded an agreement with Morningstar Inc. of the United States toterminate its license agreement and receive 8 billion yen as consideration for the return of “Morningstar” brandby the Company to Morningstar, Inc.
In accordance with the agreement, the use of the “Morningstar” brand will cease on March 30, 2023, andaccordingly, the Articles of Incorporation shall be partially amended in order to amend the trade name of theCompany as well.
The new trade name shall be "SBI Global Asset Management Co., Ltd." in order to represent its intention tofurther promote the expansion of the SBI Group's Asset Management Business and to provide higher value todomestic and foreign investors through its asset management business as a core company in the Group’s asset
management business by using the Group’s advanced and innovative image.
2. Details of the amendments
The details of the amendments to the Articles of Incorporation are as follows. The effective date of theamendments to the Articles of Incorporation shall be March 30, 2023.
(Underlines indicate changes.)
Current Articles of Incorporation

Proposed amendments(Trade Name)(Trade Name)

Article 1 The Company shall be named Morningstar
Kabushikigaisha and shall be referred to in English as
Morningstar Japan K.K.

Article 1 The Company shall be named SBI Global
Asset Management Kabushikigaisha and shall bereferred to in English as SBI Global AssetManagement Co., Ltd.

6

Proposal No. 2

Approval of an Absorption-type Company Split Agreementwith a Subsidiary

1. Reason for the absorption-type company split
With the termination of the license agreement with Morningstar, Inc., we will no longer use the “Morningstar” brand,
but will continue to engage in our Financial Services Business under the “Wealth Advisor“brand.
In connection with this brand change, the Company will conduct an absorption-type company split (hereafter, the“Absorption-type Company Split”) effective March 30, 2023 so that the Company’s financial services business will beassigned to Morningstar Asset Management Co., Ltd.(hereafter, “Morning Star Asset Management”), a wholly-owned
subsidiary of the Company, under the absorption-type company split agreement with regard to the Absorption-type
Company Split executed on January 27, 2023. This proposal requests the approval of the Absorption-type Company
Split Agreement described above.
We will change the trade name of Morning Star Asset Management to “Wealth Advisor Co., Ltd.” on March 30, 2023.
In addition, our subsidiary, E-Advisor Co., Ltd. (hereinafter “E-Advisor”), currently operates equity-related businesses,
including the ”Stock Newspaper Web”. At the same time as the Absorption-type Company Split, the Company willconduct an absorption-type merger effective March 30, 2023, in which Morningstar Asset Management Co., Ltd. is thesurviving company and E-Advisor is the disappearing company, in order to integrate management resources andenhance operational efficiency and profitability.

2. Summary of the content of the absorption-type company split agreement

Absorption-type Company Split Agreement
Morningstar Japan K.K. (hereafter referred to as "MJ") and Morningstar Asset Management Co., Ltd.
(hereafter referred to as "MAM") hereby enter into this absorption-type company split agreement (hereafterreferred to as the "Agreement".), as follows:
Article 1 (Absorption-type company split)
MJ shall cause MAM to succeed to the rights and obligations which the MJ has with respect to its financial
services business (hereafter referred to as the "Business") by way of an absorption-type company split(hereafter referred to as the "Company Split").
Article 2 (Trade names and addresses of companies involved in the company split)
The trade names and addresses of MJ and MAM are as follows:(1) MJ: Company name: Morningstar Japan K.K. Address: 1-6-1, Roppongi, Minato-ku, Tokyo, Japan(2) MAM: Company Name: Morning Star Asset Management Co., Ltd. Address: 1-6-1, Roppongi, Minato-ku,
Tokyo, Japan

7

Article 3 (Rights and obligations to be succeeded to by MAM through the Company Split)
Through the Company Split, MAM shall succeed to assets, obligations and other rights and obligations of MJ, as
described in "Schedule of Rights and Obligations to be Succeeded to" attached hereto. In addition, with respect
to MJ’s obligations to be succeeded to by MAM, such obligations shall be assumed through noncumulative takingof obligations; however, in the event that MJ has repaid its obligations to its creditors with respect to suchobligations after the effective date of the Company Split provided in Article 5, MJ may claim the full amount ofsuch repaid obligations from MAM.
Article 4 (Money, etc. to be paid upon the Company Split)
Upon the Company Split, MAM shall not pay money, etc. to MJ as consideration for the rights and obligations tobe succeeded to through the Company Split.
Article 5 (Effective date of the Company Split)
The effective date of the Company Split shall be March 30, 2023. Provided, however, if necessary in accordancewith the progress of the procedures for the Company Split, the date may be changed upon consultation between
MJ and MAM, as provided in Article 790 of the Companies Act. In such case, MJ shall give public notice of thechanged effective date by the day immediately preceding the original effective date (If the effective date after thechange is earlier than the effective date before the change, the effective date after the change).
Article 6 (Transfer procedures)
If registration, recording, notification, or other procedures are required in connection with the transfer of rights toassets to be succeeded to by MAM, such procedures shall be carried out through cooperation between MJ and
MAM.
Article 7 (Institutional decision)
By March 29, 2023, MJ and MAM shall make an decision on matters necessary for the execution of theAgreement and the Company Split.
Article 8 (Duty of care of a good manager)
During the period between the execution of this Agreement and the effective date of the Company Split, each of
MJ and MAM shall execute its business and manage its property with the due care of a good manager, and withrespect to any act that may materially affect their property and rights and obligations, they shall take such action
after prior consultation between MJ and MAM.
Article 9 (Non-competition obligation)
Even after the Company Split becomes effective, MJ shall be free from the non-competition obligation set forth in
Article 21 of the Companies Act and may engage in any business that competes with the Business and otherbusinesses of MAM.

8

Article 10 (Change of circumstances)
During the period from the execution date of the Agreement to the effective date, if there is any material change
in the condition of the property or business of MJ or MAM, any event that seriously interferes with the executionof the Company Split, or any other event that renders it difficult to achieve the purpose of the Agreement, MJ or
MAM may change or cancel the Agreement upon mutual consultation between both parties.
Article 11 (Matters not stipulated)
In addition to what is provided for in the Agreement, necessary matters concerning the Company Split shall be
determined as appropriate through mutual consultation between MJ and MAM in accordance with the purpose of
the Agreement.
IN WITNESS WHEREOF, MJ and MAM have executed the Agreement in one original copy by affixing theirrespective names and seals hereto, with MAM retaining the original copy and MJ retaining one copy of theoriginal.
January 27, 2023
MJ:
Morningstar Japan K.K.
1-6-1, Roppongi, Minato-ku, Tokyo, Japan
Tomoya Asakura, Representative Director
MAM: Morning Star Asset Management Co., Ltd.
1-6-1, Roppongi, Minato-ku, Tokyo, Japan
Tomoya Asakura, Representative Director9(Attachment)
Schedule of Rights and Obligations to be Succeeded to
1. Assets to be succeeded to(1) Current assets
Cash and cash equivalents, accounts receivable, prepaid expenses and all other current assets belonging
to the Business (excluding, however, accrued interest, suspense consumption tax paid, provisional taxes,
loans, crypto-assets, deposits paid, and current assets not belonging to the Business.)(2) Non-current assets
Leasehold improvement and accumulated depreciation thereof, fixtures and equipment and accumulated
depreciation thereof, trademark rights, software, software in progress, goodwill and all other non-current
assets belonging to the Business (excluding leasehold improvement and accumulated depreciation
thereof, fixtures and equipment and accumulated depreciation thereof, trademark rights, telephone
subscription rights, investments in subsidiaries and affiliates, investment securities, long-term prepaid
expenses, deferred tax assets, goodwill and part of long-term guarantee deposits not belonging to theBusiness.)
2. Obligations to be succeeded to(1) Current liabilities
Accounts payable-other, advances received and all other current liabilities belonging to the Business(excluding, however, dividends payable, consumption taxes payable, suspense receipt of consumption
taxes, income taxes payable, withholding tax, borrowings and current liabilities that do not belong to theBusiness.)(2) No non-current liabilities
3. Contractual rights and obligations to be succeeded to (excluding labor contracts)
Contractual position under any software license agreement, maintenance and operation service agreement,
software development outsourcing agreement, outsourcing agreement and all other agreements belonging to
the Business on the effective date, and rights and obligations incidental to these agreements
4. Rights and obligations under labor contracts
The status of workers engaged in the Business under labor contracts as well as the rights and obligations
incidental to these contracts shall not be succeeded to. The workers engaged in the Business will beseconded to MAM on the effective date after consultation with MJ.
5. Other rights and obligations, etc.
(1) Intellectual property rights
Copyrights, trademarks, design rights, patents, utility model rights, domain names, know-how and all otherintellectual property rights exclusively used for the Business on the effective date (including rights pending
application and the right to register such rights).
(2) Other
All necessary licenses, permissions, approvals, registrations, notifications, etc. for MAM to continue theBusiness10

3. Summary of the content stipulated in Article 183 of the Ordinance for Enforcement of the Companies Act(1) Adequacy of consideration① Number of shares to be issued
Morningstar Asset Management, the successor company in the absorption-type company split, will not allot
shares to the Company, the split company in the absorption-type company split, in connection with theAbsorption-type Company Split.
Since Morningstar Asset Management is a wholly-owned subsidiary of the Company, we have determined that
it is reasonable.
② Amounts of share capital and reserves
Morningstar Asset Management, the successor company in the absorption-type company split, will notincrease any share capital or legal capital surplus at the time of the Absorption-type Company Split. Since
Morningstar Asset Management is a wholly-owned subsidiary of the Company, we have determined that it isreasonable in light of the rights and obligations to be succeeded to from the Company.
(2) Financial statements, etc. for the most recent business year of the successor company in an absorption-typecompany split
Please refer to the Attachment, "Financial Statements, etc. for the Most Recent Business Year (April 1, 2021 toMarch 31, 2022) of Morningstar Asset Management."(3) Disposition of important property, bearing of material obligations and other events that have a significant impact
on the status of company property after the last day of the most recent business year of the successor company inan absorption-type company split
Conclusion of an absorption-type merger agreement between Morningstar Asset Management and E-Advisor
On January 27, 2023, Morningstar Asset Management, the successor company in an absorption-type split,
entered into an absorption-type merger agreement with E-Advisor, a wholly owned subsidiary of the Company,
whereby Morningstar Asset Management will be the surviving company and E-Advisor will be the disappearing
company. The absorption-type merger is to take effect on March 30, 2023.
(4) Disposition of important property, bearing of material obligations and other events that have a significant impact on
the status of company property after the last day of the most recent business year of the Company① Absorption-type merger of SBI Asset Management Group, Inc.
On October 1, 2022, the Company executed an absorption-type merger in which the Company is the surviving
company and SBI Asset Management Group, Inc., which was then a wholly-owned subsidiary of the Company,
is the disappearing company.
② Shinsei Investment Management Co., Ltd.
On October 3, 2022, the Company acquired all 9,900 shares of Shinsei Investment Management Co., Ltd. for
1.3 billion yen, making the company a wholly-owned subsidiary.
③ Conclusion of the termination agreement with Morningstar, Inc.
As described in “1. Reasons for the proposal” of Proposal No. 1, on January 27, 2023, the Company
concluded an agreement with Morningstar Inc. of the United States mainly to terminate its license agreement
and receive 8 billion yen as consideration for the return of the ”Morningstar” brand to Morningstar, Inc. Under
the terms of the agreement, the Company will terminate the use of the “Morningstar” brand on March 30, 2023.

11

Reference: Group Company Chart
As of March 29, 2023

With the shareholders’ approval of Proposal 1 and Proposal 2 of this Extraordinary General
Meeting of Shareholders, we would like to conduct the following strategic reorganization of theGroup to take on new challenges to grow.
As a holding company, the Company will place under its umbrella Wealth Advisor Co., Ltd.,
which engages in Financial Services Business, SBI Asset Management Co., Ltd., which
engages in Asset Management Business in Japan, and Carret Asset Management LLC, which
provides asset management services in the United States, in order to increase the corporate
value of the Group by optimizing the allocation of management resources across the Group,
taking prompt action on environmental changes, and strengthening governance.
SBI Asset Management Co., Ltd. and Shinsei Investment Management Co., Ltd. will merge on
April 1, 2023.
April 1, 2023 (scheduled, after reorganization)

12

Guide map for the venue of the Extraordinary Meeting of Shareholders
venuetransportation

Palace Hotel Tokyo 2th floor AOI
1-1-1, Marunouchi, Chiyoda-ku, Tokyo TEL 03-3211-521
JR
SubwayAbout 8 minutes on foot from the Marunouchi North Exit of
JR "Tokyo Station"
Directly connected to the underground passage from the C13b exit of
the subway "Otemachi Station"
大手門
桔便濠

Palace Hotel Tokyo

正面玄関

C13b出口（地下）

和田倉噴水公園
大手門タワー・
JXビル

和田倉噴水公園
レストラン
三井住友銀行

日本生命
丸の内

和田倉濠

C13a出口（地上）

ガーデンタワー交番

日比谷通り

三田線 大手町駅

大手
センタービル

本店ビル

大手町交差点
三井住友銀行

郵船ビル

行
幸
通
り

丸の内ビル

東館
東京海上日動ビル

新丸の内ビル

日本興業倶楽部会 館
三菱UFJ信託銀行
本社ビル

丸の内
永楽ビル

大手町タワー

イーヨ!!

オーテモリ

丸ノ内線 東京駅
日本生命
丸の内ビル

丸の内
センタービル

丸の内北口
丸の内
南口

丸の内
中央口

新丸の内
センタービル
丸の内
オアゾ

大手町

永 ファーストスクエア
代
通
り

丸の内
北口ビル

東
西
線
大
手
町
駅

大手町野村ビル

新大手町ビルJR 東京駅
サピアタワー* There is no parking lot available, so please refrain from coming by car.
It uses a universal design fontthat is easy to read and difficult
to read.

(Attachment)“Financial Statements, etc. for the Most Recent
Business Year of the Successor Company in an
Absorption-type Company Split” in “Proposal No. 2:
Approval of an Absorption-type Company Split
Agreement with a Subsidiary” in the Reference
Document for the General Meeting of Shareholders

Morning Star Asset Management Co., Ltd.

21st Fiscal Year
From April 1, 2021
to March 31, 2022

Business Report
Financial Statements
Annexed Detailed Statement

21st Fiscal Year Business Report
From April 1, 2021
to March 31, 2022

Morning Star Asset Management Co., Ltd.

(Documents to be Provided)

Business Report
From April 1, 2021
to March 31, 2022
I

Current State of the Company
1.

Progress and results of business
The total value of assets under the contract of the investment advisory services andoutstanding net assets of fund wraps for the fiscal year under review amounted to 326.2 billion
yen, representing a significant increase of 78.5 billion yen (31.7%) from 247.7 billion yen at theend of the previous fiscal year.
Under these circumstances, net sales for the fiscal year under review increased by 2,865,000
yen (7.9%) to 39,130,000 yen from 36,265,000 yen in the previous fiscal year. Ordinary income
increased by 7,269,000 yen (22.9%) to 38,955,000 yen from 31,686,000 yen in the previous
fiscal year due to an increase in interest income on investment securities. As a result, profit
increased by 6,329,000 yen (30.2%) to 27,264,000 yen from 20,935,000 yen in the previous
fiscal year.

2.

Fund procurement
Not applicable

3.

Capital investment
Not applicable

4.

Changes in assets, profits and losses(Thousand yen)
18th Fiscal Year 19th Fiscal Year 20th Fiscal Year 21st Fiscal Year
Category
From April 1, 2018 From April 1, 2019 From April 1, 2020 From April 1, 2021
to March 31, 2019

to March 31, 2020

to March 31, 2021

to March 31, 2022

Sales

38,77039,71736,265

39,130Ordinary income

31,19031,451

31,686

38,955

Profit15,308

21,116

20,93527,26425,514.27

35,194.78

34,892.85

45,441.64

Total assets

217,840

222,718

254,970

268,873

Net assets

206,240

209,479

243,177

257,063343,734.21

349,132.44

405,295.75

428,438.88

Profit per share

Net assets per share

Notes: 1. Amounts less than 1,000 yen are rounded down.
However, profit per share and net assets per share are rounded down to the nearest yen.
2. Profit per share is calculated based on the average total number of shares outstanding during theperiod.
3. Net assets per share is calculated based on the total number of shares outstanding at the end of theperiod.

5.

Issues to deal with
We will seek to increase revenues and profits by strengthening alliances with financial
institutions to increase the number of investment advisory contracts and by increasing the total
value of assets under contract through the provision of high-quality and appropriate investment
advisory services.

1

6.

Main businesses
Business
Asset Management Business

Major services
Investment advisory, asset management consulting

7.

Major business offices and plants

8.

Name
Headquarters
Employees
Number of employees

Address
1-6-1, Roppongi, Minato-ku, Tokyo, Japan

Change in number from the end of the previous fiscalyear
6 people- people

Notes: 1. Employees do not include temporary workers and part-time workers.
2. All employees are concurrently on secondment assignment from Morningstar Japan K.K., the parent
company, and its subsidiaries.

9.

Important parent company
Relationship with the parent company
The parent companies of the Company are SBI Asset Management Group, Inc. and its
parent companies, Morningstar Japan K.K., SBI Global Asset Management, Co., Ltd. and
SBI Holdings, Inc.
The Company purchases fund data from Morningstar Japan K.K.

10. Major creditors and amount borrowed
Not applicableII

Shares1.

Total Number of Shares Authorized to Be Issued :2,400 shares

2.

Total Number of Shares Outstanding:

600 shares

3.

Number of shareholders:

1 person

4.

Major shareholders
Name of shareholder
SBI Asset Management Group, Inc.

5.

Other important matters related to shareholders
Not applicableIII

Share acquisition rights and others
Not applicable2

Investments in the Company
Number ofInvestment
shares owned
ratio
600 shares
100％

IV Executive Officers (as of March 31, 2021)
1. Name, etc. of Directors and Corporate Auditors
Name

Position andresponsibility

Tomoya Asakura Representative
Director

Hiroyuki Chida

Director, General
Manager of
Investment
Management
Division

Significant concurrent positions
SBI Global Asset Management Co., Ltd.

Director

Morningstar Japan K.K.

Representative Director
Executive Officer and President

SBI Asset Management Group, Inc.

Representative Director

E-Advisor Co., Ltd.

Representative Director andPresident

SBI Asset Management Co., Ltd.

Director

SBI Bond Investment Management Co., Ltd.

Director

SBI Regional Revitalization Asset Management
Co., Ltd.

Director

SBI Alternative Asset Management Co., Ltd.

Director

Carret Holdings, Inc.

Director

SBI Sumishin Net Bank, Ltd.

Director

SBI Insurance Group Co., Ltd.

Director

SBI Regional Business Succession Investment
Co., Ltd.

Director

Money Tap Co., Ltd.

Director

SBI NEO FINANCIAL SERVICES Co., Ltd.

Director

SB Energy Corp.

Director

SBI Estate Finance Co., Ltd.

Director

Morningstar Japan K.K.

Executive Officer, General
Manager of Stock Analysis
Division

E-Advisor Co., Ltd.

Director, General Manager of
Investment Advice Business
Division

SBI Alternative Asset Management Co., Ltd.

Director

Morningstar Japan K.K.

Director, Executive Officer andGeneral Manager of
Administration Division

SBI Asset Management Group, Inc.

Director

E-Advisor Co., Ltd.

Director

Carret Holdings, Inc.

Director

SBI Bond Investment Management Co., Ltd.

Corporate Auditor

SBI Regional Revitalization Asset Management
Co., Ltd.

Corporate Auditor

SBI Alternative Asset Management Co., Ltd.

Corporate Auditor

Kazuhisa Ogawa Director

Atsuo Goto

Corporate Auditor Morningstar Japan K.K.

Corporate Auditor

SBI Asset Management Group, Inc.

Corporate Auditor

E-Advisor Co., Ltd.

Corporate Auditor

SBI Asset Management Co., Ltd.

Corporate Auditor* Note 1 Director Hiroyuki Chida resigned effective May 16, 2022. At the extraordinary general meeting ofshareholders held on the same day, Ken Takeishi was newly appointed as a director.
* Note 2 Director Kazuhisa Ogawa resigned effective May 16, 2022. At the extraordinary general meeting ofshareholders held on the same day, Yasuyuki Ogasawara was newly appointed as a director.

2.

Remuneration and other amounts paid to Directors and Corporate Auditors
Not applicable

V

Accounting Auditor
We do not have an accounting auditor.

3

21st Fiscal Year Financial Statements
From April 1, 2021
to March 31, 2022

Morning Star Asset Management Co., Ltd.

Balance sheet
As of March 31, 2022
(Thousand yen)

Item

AmountItem[Assets]
Current assets

Amount[Liabilities]
77,497

Current liabilities

11,809Cash and cash equivalents

62,845

Accounts payable-other

7,729

Accounts receivable

12,823

Income taxes payable

3,622

Prepaid expenses

809

Other

Other

458

1,018

Non-current assets
Tangible fixed assets

191,375
226

Buildings

185

Total liabilities

Fixtures and equipment

41[Net assets]

11,809

Shareholders’ equity

298,682

Share capital

30,000Retained earnings

268,682

Investments and otherassets

191,148

Investment securities

184,616

Legal retained earnings

9,000

Long-term guarantee
deposits

5,000

Other retained earnings

259,682

Deferred tax assets

1,531

Retained earnings brought
forward259,682

Total valuation andtranslation adjustments△ 41,619

Valuation difference on
available- for-sale securities△ 41,619

Total net assets

257,063

Total liabilities and net
assets268,873

Total assets

268,873

Note: Amounts less than 1,000 yen are rounded down.

1Statement of income
From April 1, 2021
to March 31, 2022
(Thousand yen)

Item

AmountSales

39,130

Cost of sales

25,227Gross profit

13,902

Selling, general and administrative
expenses

667

Operating income

13,235Non-operating income
Interest income

25,719Miscellaneous income

025,719Ordinary income

38,955

Profit before income taxes

38,955

Income taxes - current

8,479

Income taxes - deferred

3,210

Profit11,69027,264

Note: Amounts less than 1,000 yen are rounded down.

2

Statement of Changes in Equity
From April 1, 2021
to March 31, 2022
(Thousand yen)

Valuation and translation
adjustments

Shareholders’ equity
Retained earnings

Share capital

Balance as of April 1,
2021

30,000Legalretainedearnings

9,000

Valuation
Total
Total netdifference
valuation
Total
assetson
Total
andshareholders
availableretainedtranslation’ equity
for-saleearnings
adjustments
securities

Other
retainedearnings
Retainedearnings
brought
forward
232,417

241,417

271,417

27,26427,26427,264△ 28,240△ 28,240

243,177

Changes in items during
fiscal year
ProfitNet changes in items
other thanshareholders’ equity
during fiscal year
Total changes in items
during fiscal year
Balance as of March 31,
2022

27,264△ 13,379△ 13,379 △ 13,379－－

27,26427,26427,264△ 13,379△ 13,379

13,88530,0009,000

259,682

268,682

298,682△ 41,619△ 41,619

257,0633

Explanatory Notes on the Unconsolidated Financial
Statements
I

Notes on Matters concerning Significant Accounting Policies
1. Valuation standards and methods for
assetsAvailable- for-sale securities
Other than shares without a market price Market value method based on market prices at the end of theperiod (Valuation difference is included directly in net assets andthe cost of securities sold is calculated using the moving averagemethod.)2. Depreciation method for non-current
assets(1)

Tangible fixed assets

The straight-line method is used.

(2)

Intangible fixed assets

Software for internal use is amortized using the straight-line
method over the internal useful life (5 years).

3. Basis for recording revenues andexpenses
The details of the principal performance obligations of the Asset Management Business of the Company andthe ordinary point in time at which such performance obligations are satisfied (the ordinary point in time atwhich revenue is recognized) are as follows:
Investment advisory
service feesII

The Company provides investment advisory services for clients’ investment
assets managed under investment advisory agreements. Fees are recognized
as revenue when it is determined that services will be provided and that therelevant fees will be paid.

Notes on Changes in Accounting Policies(Application of Accounting Standard for Revenue Recognition, etc.)
The Company has applied the Accounting Standard for Revenue Recognition (ASBJ Statement No. 29,
March 31, 2020; hereinafter referred to as the “Revenue Recognition Accounting Standard”) from the
beginning of the fiscal year under review to recognize revenue in the amount expected to be received in
exchange for promised goods or services when control over such goods or services passes to the customer.
This has no impact on the financial statements.
(Application of Accounting Standard for Fair Value Measurement, etc.)
The Company has applied the Accounting Standard for Fair Value Measurement (ASBJ Statement No. 30,
July 4, 2019; hereinafter referred to as the “Fair Value Measurement Accounting Standard”) and otherstandards from the beginning of the fiscal year under review, and in accordance with the transitional treatment
set forth in Section 19 of the Fair Value Measurement Accounting Standard and Section 44-2 of the AccountingStandard for Financial Instruments (ASBJ Statement No. 10, July 4, 2019), the Company has decided to apply
the new accounting policies set forth in the Fair Value Measurement Accounting Standard and other standards
in the future. This has no impact on the financial statements.

III

Notes on Changes in Presentation
Not applicable

IV

Notes on the Statement of Changes in Equity
1. Total number of shares outstanding(Shares)Class of shares

Number of shares atthe end of theprevious fiscal year

Common stock

600

Increase in thenumber of shares
during the fiscal
year under review

Decrease in thenumber of shares
during the fiscal
year under review－－

2. Number of treasury shares
Not applicable
3. Dividends of surplus
Not applicable4

Number of shares atthe end of the fiscal
year under review
600

21st Fiscal Year Annexed Detailed Statement(Financial Statements)
From April 1, 2021
to March 31, 2022

Morning Star Asset Management Co., Ltd.

1.

Details of tangible fixed assets and intangible fixed assets(Thousand yen)

Category

Type ofassetsTangible
fixed
assetsLeaseholdimprovement
Fixtures andequipment
Total

Intangible

Softwarefixed
assets2.

Beginningbook value

Total

Increase
Decrease
Amortization
Acquisition
during theduring theEnding book Accumulated
price at end
for the period
value
depreciation
period under period underof period
under review
review
review

214

-

-

28

185

213

399

58

-

-

17

41

688

729

273

-

-

46

226

902

1,129

959

-

-

959

-

959

-

-

959

-

Details of selling, general and administrative expenses
Item(Thousand yen)
Description

AmountWelfare expenses

56

Insurance premium

48

Packing and freight costs
Membership fee
System operating expenses

0
100
0

System usage fee

104

Depreciation (Tangible fixed assets)

46

Taxes and dues

23

Remuneration paid

216

Bank charges

2

Miscellaneous expenses

67

Selling, general and administrative expenses

667

Audit Report
I, the Corporate Auditor, have audited the performance of duties by the Directors during the
21st fiscal year from April 1, 2021 to March 31, 2022. The methods and results thereof are as
follows.
1.

Method and content of audit
In addition to communicating with the directors and employees, and striving todevelop an environment for collecting information and auditing, I, the Corporate Auditor,
attended meetings of the Board of Directors and other important meetings, received
reports from the directors and employees on the status of the performance of theirduties, requested explanations as necessary, inspected important approval
documents,etc., and investigated the status of operations and assets. Based on themethods described above, I reviewed the Business Report and its Annexed Detailed
Statements for the fiscal year under review.
In addition, I inspected the accounting books and related materials, and examined
the Financial Statements for the fiscal year under review (Balance Sheet, Statement of
Income, Statement of Changes in Equity and Explanatory Notes to the Unconsolidated
Financial Statements) and their Annexed Detailed Statements.

2.

Results of the audit(1) Results of audits of the Business Report, etc.

(2)

(i)

I acknowledge that the Business Report and its Annexed Detailed Statement
accurately describe the status of the Company, in accordance with laws andregulations and the Articles of Incorporation.

(ii)

I have found no misconduct or material facts in violation of laws andregulations or the Articles of Incorporation in connection with the performanceof duties by directors.

Results of audit of Financial Statements and their Annexed Detailed Statements
I acknowledge that the Financial Statements and their Annexed Detailed
Statements fairly present, in all material respects, the status of the company’s assets
and profits and losses.

June 21, 2022
Morning Star Asset Management Co., Ltd.

Corporate Auditor

Atsuo Goto