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

July 8, 2024
Ichigo Inc. (Tokyo Stock Exchange Prime, 2337)
Representative: Scott Callon, Chairman
Inquiries: Takanori Sakamatsu, Executive Managing Director
Telephone: +81-3-4485-5221 www.ichigo.gr.jp/en

Acquisition of Private REIT and its Asset Management Company
Ichigo decided today to acquire all shares of Tosho Tokai REIT Investment Corporationand its asset management company, Tosho Asset Management Co., Ltd. from Tosho Co.,
Ltd. Tosho Tokai REIT owns 24 high-quality residential assets in Aichi Prefecture.
1. Background and Acquisition Rationale
In keeping with its Ichigo 2030 long-term vision, Ichigo is further expanding its
competitive strengths to grow as a sustainable infrastructure company. In particular,
Ichigo is leveraging its real estate know-how and value-add capabilities to grow stockearnings via non-asset businesses and build out its asset management business. In linewith this strategy, Ichigo is acquiring Tosho Tokai REIT and Tosho Asset Management.
In today’s acquisition, Ichigo is acquiring all Tosho Tokai REIT shares currently owned
by a group of seven shareholders and all Tosho Asset Management shares owned byTosho.
Upon completion of the acquisition, Ichigo will temporarily own 100% of Tosho TokaiREIT shares, making Tosho Tokai REIT a subsidiary. However, going forward Ichigo will
solicit investments from third-party investors to reduce Ichigo’s shareholding, whileleveraging its value-add and asset management capabilities to maximize Tosho Tokai
REIT’s shareholder value. The acquisition will further expand sales channels for Ichigo’svalue-add assets and drive the growth of its asset management business.
2. Acquisition Overview
Tosho Tokai REIT
Name
Address
RepresentativeBusiness
Paid-In Capital
Establishment Date
Major Shareholder
Relationship toIchigo

Tosho Tokai REIT, Inc.
1-16-5, Mikawa Anjocho, Anjo City, Aichi Prefecture
Executive Officer Masami Fukuda
Investment management
JPY 10,100 million (As of January 31, 2024)
December 2019
Tosho Investment Business Limited Liability Partnership18.8%
Tosho Tokai REIT does not have any material capital or
personnel relationship with Ichigo.

1Financials for the Most Recent Three Fiscal Periods
January 2023
July 2023
Net Assets
10,338
10,283
Net Assets per Share
JPY 102,364
JPY 101,819
Total Assets
19,07919,026
Revenue
660
657
Operating Profit
295
260
Recurring Profit
239
184
Net Income238
183
Net Income per
JPY 2,363
JPY 1,819
Share
Dividend
JPY 2,364
JPY 1,819(JPY million)
January 2024
10,258JPY 101,568
19,065
653
268
159
158
JPY 1,568
JPY 1,568

Tosho Asset ManagementNameAddress
Representative
Business
Paid-In Capital
Establishment Date
Major Shareholder(Ownership %)Tosho Asset Management Co., Ltd.
1-16-5 Mikawa Anjocho, Anjo City, Aichi Prefecture
Representative Director & President Yoichi Kariyazono
Real estate management and investment
JPY 300 million (as of March 31, 2024)
February 5, 2018
Tosho Co., Ltd. (100%)

Tosho Asset Management does not have any material
capital or personnel relationship to Ichigo.
Financials for the Most Recent Three Fiscal Years(JPY million)
March 2022
March 2023
March 2024
Net Assets15214980
Net Assets per ShareJPY 25,362
JPY 24,932
JPY 13,373
Total Assets
195
188
97Revenue
148
113
112
Operating Profit
42-2-69
Recurring Profit
42-1-69
Net Income35-2-69
Net Income per ShareJPY 5,895-JPY 430-JPY 11,559
Dividend–––Relationship to Ichigo

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3. Acquisition Details
Tosho Tokai REIT
Pre-Acquisition Number ofShares (Voting Rights %)0 shares(0%)

Tosho Asset Management
0 shares(0%)

101,000 shares
Number of Shares to be
Acquired (Voting Rights %) (100%)

6,000 shares(100%)

Post-Acquisition Number of 101,000 shares
Shares (Voting Rights %)(100%)

6,000 shares(100%)

Acquisition Price

Although the acquisition
Although the acquisition
price is greater than 15% of price is not being disclosed
Ichigo’s FY24/2 parent
pursuant to acompany net assets, it is not confidentiality agreement
being disclosed pursuant to between the sellers anda confidentiality agreement Ichigo, it was decided via
between the sellers anda fully impartial andIchigo. The acquisition
objective negotiation
price was determined via a process between the parties.
fully impartial andobjective negotiation
process between the parties.

4. Transaction Schedule(1) Tosho Tokai REIT
Contract Date
Settlement Date

July 8, 2024 (Tosho Investment Limited Partnership)
By July 31, 2024 (Other six shareholders)August 1, 2024

(2) Tosho Asset Management
Contract Date
Settlement Date

July 8, 2024
August 1, 2024

5. Seller Profiles
Seller of Tosho Tokai REIT (as of January 31, 2024)
Name

Tosho Investment Limited Partnership

Address

1-6-15 Hiragacho, Chiyoda-ku, TokyoGeneral Partner

Tosho GK (100% subsidiary of Tosho Co., Ltd.)

Limited Partner

Tosho Co., Ltd.

Paid-In Capital

JPY 10,100 millionPrincipal Businesses

Acquisition and ownership of REIT shares

Establishment Date

February 2020

Relationship to Ichigo

The seller does not have any material capital orpersonnel relationship with Ichigo.

Note: There are 101,000 Tosho Tokai REIT shares outstanding, and Tosho Investment
Limited Partnership owns 19,000 shares (including indirect share ownership). Other
shareholders have not consented to disclosure.
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Seller of Tosho Asset Management (as of March 31, 2024)
Name

Principal Businesses

Tosho Co., Ltd.
1-16-5 Mikawa Anjocho, Anjo City, Aichi
Prefecture
President & Representative Director, Yuichiro
Kutsuna
Fitness clubs, hotels, and real estate businesses

Total Assets

JPY 74,219 million

Paid-In Capital

JPY 1,580 million

Net Assets

JPY 40,318 million

Establishment Date

March 1979
Toshihiro Kutsuna (41.21%), Yuichiro Kutsuna(10.91%), Custody Bank of Japan, Ltd., Trust Bank
(4.21%), The Master Trust Bank of Japan, Trust
Bank (3.83%), Nomura Trust & Banking Co., Ltd.,
Investment Trust Account (3.28%)
The seller does not have any material capital or
personnel relationship with Ichigo.

Address
RepresentativeMajor Shareholders(% Shareholding)
Relationship to Ichigo
6. Earnings Impact

Although the acquisition is not forecast to impact on Ichigo’s current FY25/2 consolidated
earnings, it will contribute to the growth of Ichigo’s asset management business and stockearnings.

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