April 21, 2023
To whom it may concern
Sumitomo Mitsui Trust Holdings, Inc.
Sumitomo Mitsui Trust Bank, Limited
Corporate Directions, Inc.
Industrial Growth Platform, Inc.
Misaki Federation, Inc.
The Bank of Kyoto, Ltd.
Kiraboshi Bank, Ltd.

Notice regarding the establishment of fiduciary business as an open platform
for corporate engagement
We hereby announce that Sumitomo Mitsui Trust Holdings, Inc. (Director, President: Toru Takakura;hereinafter "SuMi TRUST Holdings"), Sumitomo Mitsui Trust Bank, Limited (President: Kazuya Oyama;
hereinafter "SuMi TRUST Bank"), Corporate Directions, Inc. (Representative Director: Kotaro Ishii;hereinafter “CDI”), Industrial Growth Platform, Inc. (Managing Partner: Takashi Muraoka, hereinafter"IGPI") and Misaki Federation, Inc. (Representative Director: Yasunori Nakagami; hereinafter "Misaki F")
have established a joint venture “MFA, Inc.” (President: Kotaro Ishii; hereinafter "MFA") that engages in thebusiness of "representing and advising on engagement with investee companies on behalf of shareholders
including financial institutions and institutional investors" (the fiduciary agent business).
The Bank of Kyoto, Ltd. (President: Nobuhiro Doi; hereinafter "The Bank of Kyoto") and Kiraboshi Bank,
Ltd. (President: Hisanobu Watanabe; hereinafter "Kiraboshi Bank") have joined in MFA through the transferof part of the stake owned by SuMi TRUST Bank.
1. Background & objective
In Japan, multiple policy reforms have been carried out in the capital markets, with the aim ofpromoting the sustainable growth of companies and the medium- to long-term enhancement of corporate
value, including the establishment of the "Corporate Governance Code," which is a compilation ofprinciples that contribute to the realization of effective corporate governance for companies, the"Stewardship Code," which sets forth principles considered useful for institutional investors in fulfilling
their stewardship responsibilities as "responsible institutional investors," and the "Guidance forCollaborative Value Creation," which serves as the common language to encourage and facilitate
dialogue between companies and investors. These initiatives have helped raise awareness of theimportance of dialogue between companies and investors, both of which are seeking constructive andsubstantive ways to engage in such dialogue. In particular, financial institutions and institutional

investors are increasingly expected, on behalf of all shareholders and as "responsible investors" distinct
from ordinary investors, to engage in beneficial dialogue that leads to medium- and long-term growthand value enhancement of companies. Engaging in high-quality "fruitful dialogue" with companies hascome to bear great importance. MFA was established by the four companies sharing a common
understanding of this background, with the intent of contributing to the resolution of the above issues bybuilding and presenting a model for "fruitful dialogue" with companies, from the standpoint of multiple
stakeholders, including clients, business partners, employees, and local communities, instead of simply
acting as specific shareholders.
The Bank of Kyoto and Kiraboshi Bank, who both support the founding objectives of MFA, havedecided to participate in MFA from its inception.
2. Overview of MFA and the value it provides
MFA will engage in the "fiduciary agent business" which is new to Japan, representing and advisingon engagement from a multi-stakeholder perspective rather than from the standpoint of specificshareholders, on behalf of shareholders including financial institutions and institutional investors.
MFA will support the companies it engages with by focusing on their intrinsic and latent value,
conducting "fruitful dialogue" with an understanding of the top management's standpoint while
maintaining an objective perspective, and progressing hand in hand as the investee companies achieve
medium- to long-term development and growth. MFA will also actively support the disclosure ofstrategies and scenarios for value creation, thereby gaining the understanding and support of various
stakeholders, which will heighten both economic value (long-term improvement in stock price) andsocial value of the company.
(Examples of engagement themes)
Long-term business strategy and vision, business portfolio management, developing the nextgeneration management team, effective use of financial and non-financial capital (including humancapital), sustainability-focused management, achieving carbon neutrality, etc.
On the other hand, for the shareholders including financial institutions and institutional investors,

which are the clients, MFA will contribute to enhancing their ability to engage with companies, which isrequired of them as "responsible investors," and to fulfilling their responsibility to powerfully encourage
the development and growth of investee companies through high-quality dialogue. We believe MFA will,
as a result, generate both direct and indirect value, such as medium- and long-term improvements in thestock price of investee companies, creation of new businesses, development and growth of local
economies, and the revitalization of local communities.
3. The role of the four founding members
The four founding members of MFA will contribute to the business by bringing together theirrespective strengths and characteristics:

(1) SuMi TRUST Bank will provide the opportunity to launch the business and, based on the results,
expand the circle of empathy and contribute to finding new companies to engage with.
(2) CDI will contribute to the growth of the business by providing its expertise in management strategy
planning and implementation support, which it has been practicing as the first independent
management consulting firm in Japan. CDI will also focus on bringing in talent with engagement
expertise, by utilizing its network and connections in the consulting industry.
(3) IGPI will contribute by offering its expertise in corporate transformation (CX), which refers to theintegrated transformation not only of business strategy and operations, but also of corporate values,
culture and the management structure itself, based on the knowledge through "on-site collaboration(Hands-on)-style growth support” to companies with the aim of long-term and sustainableenhancement of corporate and business value.
(4) MFA was established based on a concept that arose through the many years of engagement
investing activities by Yasunori Nakagami, Representative Director of Misaki F, who has been
supporting the founding of MFA by providing his ideas, expertise, personal relationships and otherresources. Mr. Nakagami will continue to contribute in developing the “fiduciary agent” concept,
as well as in the expansion of the business.

The Bank of Kyoto
SuMi TRUST Bank

CDI

IGPI

Investment

Misaki F
Kiraboshi BankEngagement
consignment contract

Financial institutions
Institutional investors

Fruitful dialogue（Engagement）
Investee companies

Stockownership

4. The fiduciary agent business
The fiduciary agent business which MFA will engage in is not about taking action based on theinterests of specific shareholders, but rather as an entrusted fiduciary, taking the perspectives of all
stakeholders, including general shareholders, clients and employees who interact with the company, as
well as the social and natural environment which is a silent stakeholder. MFA will aim to be anintermediary for better dialogue between senior management and responsible shareholders, discussingwhat is best for the company.
As the pioneer of the fiduciary agent business in Japan, and by promoting "fruitful dialogue" between
companies and investors, MFA will further stimulate the capital market in Japan and contribute to thesustainable growth of Japanese companies and the ensuing revival of the growth potential of the Japanese
economy.
5. Future outlook as an open platform
In the future, as an open platform, MFA aims to expand beyond the current six companies, allowing
various stakeholders who understand and support the business concept and the realization of high-quality
engagement to participate.
6. Overview of MFA（As of April 21, 2023）
Name

Representatives, etc.

MFA, Inc.
Representative Director: Kotaro Ishii (Representative Director of CDI)
Director (Non-executive): Naonori Kimura (Partner, IGPI)
Director (Non-executive): Shigeki Tanaka (Deputy President, SuMi TRUSTBank)
Auditor (Non-executive): Yoshihide Haze（General Manager of Internal Audit
Department, SuMi TRUST Holdings）

CapitalJPY 60 million

Main business

Fiduciary agent business

Shareholder
composition

SuMi TRUST Bank：36％, CDI：25％, IGPI：20％,Misaki F：15％,
Bank of Kyoto：2％, Kiraboshi Bank：2％＜Shareholder information＞
Name

SuMi TRUST Bank

Representative

Kazuya Oyama, President

Established

July 1925

CapitalJPY 342 billion

Name

Corporate Directions, Inc.

Representative

Kotaro Ishii, Representative Director

Established

January 1986

Capital

JPY 96 million

Main business

Consulting services on all aspects of management from strategy toimplementation of change, including management and business strategy
planning, operational and organizational reform, human resource
development, corporate acquisitions and alliances

Name

Industrial Growth Platform, Inc.

Representative

Takashi Muraoka, Managing Partner

Established

April 2007

CapitalJPY 3.1 billion

Main business

Enhance long-term and sustainable corporate and business value throughstrong partnership and collaboration with clients- Management supports for companies and businesses in various development
stages, including growth support, start-up support, and turnaround support -Name

Misaki Federation, Inc.

Representative

Yasunori Nakagami, Representative Director

Established

April 2022

CapitalJPY 10 million

Main business

Provide support to businesses related to the business objectives of Misaki
Capital Inc., which makes engagement investments in listed companies

Name

The Bank of Kyoto, Ltd.

Representative

Nobuhiro Doi, President

Established

October 1941

CapitalJPY 42.1 billion

Name

Kiraboshi Bank, Ltd.

Representative

Hisanobu Watanabe, President

EstablishedMay 2018

CapitalJPY 43.7 billion