Make The World
More Sustainable
Ichigo Inc.
(Tokyo Stock Exchange Prime, 2337)
Materials for the Twenty-Fourth Annual Shareholder Meeting
Our Mission: Make The World More Sustainable
Ichigo is a Japanese sustainable infrastructure company dedicated to making the world more sustainable.
Our three key businesses are: Sustainable Real Estate, in which we preserve and improve real estate; Asset Management, including managing Tokyo Stock Exchange-listed Ichigo Office (8975), Ichigo Hotel (3463), and Ichigo Green (9282); and Clean Energy, in which we develop solar and wind power plants to supply clean energy and bring productive use to idle land.
We are committed to growing long-term value for our shareholders by contributing to a sustainable society.
The word "Ichigo" comes from the ancient Japanese proverb, Ichigo Ichie, literally meaning "One lifetime, one encounter." The phrase was first used by a 16th century master of the tea ceremony, Sen no Rikyu. He called upon his disciples to give total focus and sincerity to each act of the tea ceremony for every guest, because that particular moment will only exist once and must be fully lived and realized. Ichigo embraces the Ichigo Ichie philosophy of sincerity and service, and works to build strong long-term relationships to support the success of all of our clients, shareholders, and stakeholders.
Table of Contents | |
Materials for the Twenty-Fourth Annual Shareholder Meeting | 1 |
Reference Materials for the Twenty-Fourth Annual Shareholder Meeting | |
Dividend | 10 |
Election of Nine Directors | 11 |
Business Report
I. | Current Operations and Financials | |
A. Business Conditions in the Current Fiscal Year (FY24/2) | 28 | |
B. Earnings and Assets in the Current and Past Three Fiscal Years | 38 | |
C. Subsidiary Information | 43 | |
D. Key Matters to be Addressed | 44 | |
E. Key Business Segments | 45 | |
F. Employees | 46 | |
G. Principal Lenders | 47 | |
H. Policy on Dividends and Shareholder Distributions | 47 | |
I. Other Material Matters | 48 | |
II. | Other Matters | |
A. Shares and Shareholder Information | 49 | |
B. Employee Stock Options | 50 | |
C. Directors and Officers | 50 | |
D. Independent Auditor | 59 | |
E. Controls to Ensure Appropriate Business Conduct | 61 | |
F. Policy on Corporate Control (Takeover Defenses) | 61 | |
Consolidated Financial Statements | ||
Consolidated Balance Sheet | 62 | |
Consolidated Income Statement | 63 | |
Consolidated Statement of Changes in Shareholders' Equity | 64 | |
Parent Financial Statements | ||
Parent Balance Sheet | 65 | |
Parent Income Statement | 66 | |
Parent Statement of Changes in Shareholders' Equity | 67 | |
Independent Auditor's Report on the Consolidated Financial Statements | 68 | |
Independent Auditor's Report on the Parent Financial Statements | 70 | |
Ichigo Audit Committee Report | 72 |
1
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.
May 9, 2024
Ichigo Inc. (Tokyo Stock Exchange Prime, 2337)
Representative: Scott Callon, Chairman
Materials for the Twenty-Fourth Annual Shareholder Meeting
Dear Shareholders:
We are pleased to invite you to attend the Twenty-Fourth Annual Shareholder Meeting of Ichigo Inc. ("Ichigo").
We will take all necessary Covid precautions at the Annual Shareholder Meeting, and you may also exercise your voting rights via postal mail or the Internet. We would appreciate it if you could please review these shareholder meeting materials and cast your vote by returning your voting form or by accessing our voting website (https://soukai.mizuho-tb.co.jp/)no later than Friday, May 24, 2024, 6:15 p.m. JST.
1. Date and Time Sunday, May 26, 2024 at 10:00 a.m.
2. Place | La Rose, Fifth Floor, Dai-ichi Hotel Tokyo |
1-2-6 Shimbashi, Minato-ku, Tokyo |
3. Agenda
Matters to be Reported
- Ichigo's business report, consolidated financial statements, and the results of the audit of the consolidated financial statements by the Independent Auditor and Ichigo's Audit Committee for the Twenty-Fourth Period (March 1, 2023 - February 29, 2024)
- Ichigo's parent financial statements for the Twenty-Fourth Period
Matters to be Resolved
Proposal 1 Dividend
Proposal 2 Election of Nine Directors
Additional Accounting Notes
Additional accounting notes to Ichigo's consolidated and parent financial statements are disclosed on our website at www.ichigo.gr.jp/en/ir/library.
Please also note that any amendments to Ichigo's business report, consolidated and parent financial statements, or shareholder meeting materials will be posted on our website at www.ichigo.gr.jp/en.
2
Voting via the Internet
1. Handling of Multiple Votes via both the Proxy Card and the Internet
If you cast multiple votes via both the proxy card and the Internet voting site, only the vote cast via the Internet will be deemed effective.
2. Handling of Multiple Votes via the Internet
If you cast multiple votes via the Internet voting site, only the last vote will be deemed effective.
3. Internet Voting Procedure
The internet voting procedure is per the below. If you choose to attend the meeting, voting via the proxy card or the Internet is unnecessary.
a. Voting Website
- You can access the designated websitehttps://soukai.mizuho-tb.co.jp/from a PC, smartphone, or mobile phone.
- Please access our voting website (https://soukai.mizuho-tb.co.jp/) and use the voting rights exercise code and password shown on the enclosed voting form. Follow the on- screen instructions to indicate your consent or dissent.
- We will accept votes submitted via the Internet until 6:15 p.m. JST on Friday, May 24, 2024. Please contact the help desk below if you have any questions.
- Login via QR Code
You can access the voting form by reading the QR code on the enclosed voting form. This is a shareholder-unique QR code that allows you to vote without having to enter your ID or password. We will accept votes submitted until 6:15 p.m. JST on Friday, May 24, 2024.
Inquiries concerning the Internet Voting Process
Help Desk, Corporate Agency Division, Mizuho Trust & Banking Co., Ltd. Toll-free telephone (within Japan): 0120-768-524 (9:00 a.m. to 9:00 p.m. JST)
Institutional Investors
Institutional investors may use the electronic proxy-voting platform of the Tokyo Stock Exchange for electronic voting.
3
Ichigo's Sustainability Commitment (ESG)
Environmental
Sustainable Real Estate
Ichigo preserves and improves real estate, lengthening the useful life of buildings and other physical and social infrastructure beyond 100 years by drawing upon our real estate technologies and expertise.
Safe & Clean Energy Produced Locally
Ichigo gives new purpose to idle land across Japan and supports the revitalization of local communities by building renewable energy plants that generate clean power locally. Our clean energy business contributes to a more sustainable society while contributing to Japan's energy self-sufficiency. Ichigo works closely with local communities, contributing to sustainable job creation and economic growth.
Ichigo is currently operating 64 renewable energy plants in communities across Japan, with a panel output of 188MW. In tandem to growing its Clean Energy business, Ichigo has been accelerating its CO2 reduction measures, and as a result its CO2 reductions significantly exceed its CO2 emissions.
4
Ichigo Climate Positive
Ichigo generates CO2 reduction via clean energy generation from its solar and wind power plants in order to further contribute to a sustainable society. Ichigo will continue to make sure that its CO2 reduction at Ichigo and Ichigo Green (9282) solar and wind power plants exceed total CO2 emissions (Scope 1 & 2) from all of Ichigo's operations, including Ichigo Office (8975), Ichigo Hotel (3463), and Ichigo Green.
Ichigo is working to further expand its clean energy business. Ichigo believes that companies exist to serve society, and is thus addressing global environmental issues via its businesses and working towards creating a better world that can be handed down to future generations.
Ichigo CO2 Reduction: 5X CO2 Emissions (FY24/2)
CO2 Reduction | 21,000 |
101,217 | |
CO2 Emissions | |
tons | tons |
CO2 Reduction due to Ichigo & Ichigo Green | Scope 1+2 Emissions |
Clean Energy Power Plant Production | (Ichigo + Ichigo Office + Ichigo Hotel + Ichigo Green) |
5
Social
Revitalizing Local Communities
Ichigo values its relationships with local communities across Japan, and with local governments being important Ichigo stakeholders. Pursuant to the Act on Promotion of Power Generation of Renewable Energy Harmonized with Sound Development of Agriculture, Forestry, and Fisheries ("REAFF Law"), which promotes renewable energy generation in harmony with the development of local agriculture, forestry, and fisheries, Ichigo received approval to convert farmland in Ibaraki Prefecture and build the first solar power plants approved by the Kanto Regional Agricultural Administration Office. Ichigo's three solar power plants located in Shimotakai, Toride City, were built with the cooperation of all of the landowners, the Toride City Agriculture Committee, and the Shimotakai Regional Development Association, and Ichigo continues to operate the plants with support from the local community.
The Ichigo Yokosuka Port Market project was launched when an Ichigo-led consortium was selected to renovate and operate the former Yokosuka Port Market as a Public-Private Partnership (PPP). The former Yokosuka Port Market was originally opened in 2013 upon renovating a refrigeration warehouse built in 1987, and Ichigo was selected as a PPP operator based on its strong value-add capabilities to develop the facility into a core tourist attraction of Kanagawa Prefecture. Ichigo renovated the facility by transforming its interior design and doubling total floor space, and successfully attracted tenants that embody Miura Peninsula's rich food culture. Since its re-opening in October 2022, the Ichigo
Yokosuka Port Market has been extensively covered by the media and attracts many visitors.
Athletes & Art
Ichigo supports world-class athletes and artists with disabilities via sponsorship of Paralym Art.
6
GGovernance
Governance Structure
Ichigo was an early adopter of global best-practice governance, adopting a Company with Committees (Nominating, Audit, Compensation) governance structure in 2006. The independence of Ichigo's Board of Directors underpins its strong governance and oversight capabilities, and the majority of the Board are Independent Directors. All Board Members are aware of their
fiduciary responsibility towards shareholders and work collaboratively and appropriately with other stakeholders to ensure sustained value creation for shareholders. The Board examines and decides on matters stipulated by law and regulation, set in Ichigo's Articles of Incorporation, and defined in internal rules pertaining to the Board. All other decisions are delegated to Ichigo's Statutory Executive Officers to deliver both speed and efficiency in decision-making and strong corporate governance. All Statutory Executive Officers make decisions and lead employees within their specific scope of delegated responsibility and authority.
Rigorous Compliance
Under a rigorous compliance and risk management framework, Ichigo has built a robust and fully independent whistleblower system and has implemented the following compliance measures.
- Maintain a sound work environment by preventing all types of harassment
- Preempt potential problems through regular compliance surveys and the whistleblower system
- Periodic training on key topics such as prevention of insider trading
- Established a rotation rule within Ichigo to eliminate conflicts of interests that may arise with respect to preferential transactions
- Identify and manage transactions that pose a conflict of interest
- Established a policy to prevent any dealings with anti-social forces
- Promote self-corrective measures via self-inspections and a reporting system on issues
Risk Management
Ichigo manages all possibilities of unexpected losses at Ichigo and any of its subsidiaries in line with the ISO 31000 risk management guidelines. The risks of existing operations and new business development are categorized by frequency and impact and assessed semi-annually, which are reported by the designated head of risk management to the Audit Committee and the Board of Directors.
7
Ichigo's ESG Initiatives
Ichigo believes that working on behalf of the environment and society is a fundamental social responsibility. As Ichigo grows and takes on new challenges as a sustainable infrastructure company, sustainability remains at the core of everything we do, and we reduce our environmental impact and pro-actively join conservation efforts.
CDP 2023 Climate Change Assessment/ Water Security Assessment
Ichigo was selected for the A List in the 2023 Climate Change Assessment by CDP, recognized as a company leading the way in environmental transparency and performance on climate change. Ichigo also received an A- score at the highest Leadership Level in the Water Security Assessments.
CDP 2023 Supplier Engagement
Ichigo has been selected as a Supplier Engagement Leader in the 2023 Supplier Engagement Assessment. The CDP Supplier Engagement evaluates companies' CO2 reduction initiatives with its suppliers and assesses its governance, targets, and Scope 3 emissions, as well as the CDP Climate Change questionnaire score. Ichigo will continue to contribute to a sustainable society as an engagement leader for its supply chain initiatives addressing climate change.
RE100
Ichigo joined RE100, a global initiative to accelerate the transition of electricity used by businesses to 100% renewable energy, and is targeting sourcing 100% renewable electricity across its operations, including Ichigo Office (8975) and Ichigo Hotel (3463), by 2025. As of FY24/2-end, Ichigo has made 90% progress towards its target, and will continue accelerating its Net Zero Carbon initiatives.
8
TCFD
Ichigo believes that it is the responsibility of companies to work towards addressing the global problem of climate change. Ichigo has made sustainability a key business and social priority, and will work towards creating a sustainable
future by identifying climate-related risks and establishing appropriate risk management procedures while also identifying new business opportunities that can help solve the problem. Ichigo discloses its governance, strategy, risk management, and metrics and targets in line with the TCFD framework.
GUN Global Compact
Ichigo believes companies exist to serve society. In line with this mission, Ichigo has signed the UN Global Compact to a global sustainability initiative that calls
for companies and organizations to take leadership and take actions as members of society to implement universal sustainability principles. Companies and organizations that sign the UN Global Compact are required to achieve the Ten Principles regarding human rights, labor, environment, and anti-corruption based on CEO commitments.
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Disclaimer
Ichigo Inc. published this content on 03 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 May 2024 00:18:07 UTC.