ＲＰＡホールディングス（6572） – Notice of the 23rd Ordinary General Meeting of Shareholders

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the Japanese original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. To our shareholders: Securities Code: 6572 May 11, 2022 Tomomichi Takahashi Representative Director RPA Holdings, Inc. 1-23-1 Toranomon, Minato-ku, Tokyo Notice of the 23rd Ordinary General Meeting of Shareholders We are pleased to announce the 23rd Ordinary General Meeting of Shareholders of RPA Holdings, Inc. (the “Company”), which will be held as indicated below. To avoid the risk of infection of the novel coronavirus (COVID-19) at this general meeting of shareholders, the Company has introduced a hybrid participation-type virtual shareholder meeting. Shareholders are asked to review the attached Guide to Participating in the General Meeting of Shareholders via the Internet, and refrain from attending the meeting in person, if at all possible. If you are able to exercise your voting rights in advance, please review the attached Reference Documents for General Meeting of Shareholders, then use either the enclosed voting form or the website for exercising voting rights designated by the Company (https://evote.tr.mufg.jp/) to indicate your approval or disapproval of the proposals and, if using the former, return the form to us by postal mail. In either case, your vote should reach us by 6:00 p.m. on Thursday, May 26, 2022 (JST). In light of the growing spread of COVID-19, shareholders considering to attend this general meeting of shareholders in person are requested to check the situation regarding the spread of infections on the date of the meeting and carefully take note of your own health condition. Please maximally take measures to protect yourself from infection, such as wearing a face mask, when you attend. Note that shareholders will be seated at a distance from each other, and it may therefore be impossible to provide sufficient seating for all attendees. Please be aware that, if all seats are filled, even shareholders who come to the venue will not be allowed to enter. 1. Date and Time: Friday, May 27, 2022, at 10:00 a.m. (JST) (Doors open at 9:30 a.m.) *Please note that the date and time have changed this year. 2. Venue: Bellesalle Yaesu 2F Yaesu First Financial Building 1-3-7 Yaesu, Chuo-ku, Tokyo *Please note that the venue has changed this year. – 1 – 3. Purpose of the Meeting Matters to be reported: 1. The Business Report and the consolidated financial statements for the 23rd fiscal year (from March 1, 2021 to February 28, 2022), and the results of audits of the consolidated financial statements by the Financial Auditor and the Audit and Supervisory Committee 2. The financial statements for the 23rd fiscal year (from March 1, 2021 to February 28, 2022) Matters to be resolved: Proposal No. 1 Amendment to the Articles of Incorporation Proposal No. 2 Election of Four Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Proposal No. 3 Election of Four Directors Who Are Audit and Supervisory Committee Members Proposal No. 4 Determination of Remuneration for Granting Restricted Shares to Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Proposal No. 5 Determination of Remuneration for Granting Restricted Shares to Directors Who Are Audit and Supervisory Committee Members 4. Items Decided for the Convocation of the Meeting The items below are posted on the Company website (https://rpa-holdings.com/en/) pursuant to laws and regulations, as well as Article 15 of the Articles of Incorporation of the Company, and are accordingly not included with the attached documents to this notice of the General Meeting of Shareholders. (i) Share Acquisition Rights in the Business Report (ii) System to Ensure the Appropriateness of Operations and Operating Status of the System in the Business Report (iii) Policy on decisions on dividends and other appropriation of surplus in the Business Report (iv) Notes to Consolidated Financial Statements (v) Notes to Financial Statements Therefore, the Business Report, consolidated financial statements, and financial statements included in this notice of the General Meeting of Shareholders make up only a part of what was audited for the Business Report, the consolidated financial statements, and the financial statements by the Audit and Supervisory Committee and the Financial Auditor in the course of preparation of their audit report. ・ Please note that only shareholders who are entitled to exercise voting rights will be admitted to the venue. Non-shareholding proxies, persons accompanying shareholders, and so forth will not be allowed inside. ・ Please note that no gift will be provided for attendees at the meeting. We greatly appreciate your understanding. ・ If any amendments are made to the Reference Documents for General Meeting of Shareholders, Business Report, financial statements or consolidated financial statements, such amendments will be posted on the Company website (https://rpa-holdings.com/en/). ・ The Company will take necessary measures to prevent infection according to the COVID-19 situation on the date of the meeting. If future developments necessitate a major change in the way the general meeting of shareholders will be run, shareholders will be informed via the website below. https://rpa-holdings.com/en/ – 2 – The General Meeting of Shareholders will be streamed live via the internet as follows so that shareholders can participate from their homes, etc. and observe the proceedings of the meeting. Please be advised that when filming the meeting venue, care will be taken to show only the area around the seats for the meeting chairperson and company executives in consideration of the privacy of shareholders in attendance, but some shareholders’ faces may inevitably be shown. 1. Date and Time: From Friday, May 27, 2022, at 10:00 a.m. to the end of the meeting (JST) * Access to the webpage for streaming the meeting is scheduled to start at approximately 9:30 a.m., which is 30 minutes prior to the start of the meeting. * In cases of a natural disaster, further spread of COVID-19, etc., it may not be possible to stream the meeting live. Information regarding whether the meeting can be streamed live, conditions, etc. will be announced on the Company website (https://rpa-holdings.com/en/) or through other means as needed. 2. How to view: Livestreaming webpage URL: https://engagement-portal.tr.mufg.jp/ (i) Access the above URL (Engagement Portal webpage). (ii) On the shareholder authentication page (login page), enter your login ID and password, select the checkbox for “I agree to the terms of use” after confirming the terms of use, and click the “Login” button. Login ID: 5482 + Shareholder number • The shareholder number is the eight-digit number indicated on the enclosed voting form, etc. Example: If the shareholder number is “12345678,” the login ID will be “5482-1234-5678.” • Login ID memo space for shareholders 5482 ― (4 digits) ― (4 digits) ― Password: Seven-digit postal code of the shareholder’s registered address as of February 28, 2022 + ▮▮▮▮ Example: If the postal code is “123-4567,” the password will be “1234567▮▮▮▮.” • When entering the login ID and password, hyphens (-) are not necessary. • The availability period for this webpage will be from the time that this notice of the General Meeting of Shareholders arrives until May 27, 2022. Although the shareholder authentication page (login page) will be displayed outside of the availability period, the webpages after logging in cannot be accessed. (iii) After logging in, click the “View Livestream” button, select the checkbox for “I agree to the terms of use” after confirming the terms of use for viewing the livestream, and click “View.” • The livestream webpage can be accessed approximately 30 minutes before the start of the General Meeting of Shareholders. [Important points regarding participation via the internet] • Participation in the General Meeting of Shareholders via the internet by watching the livestream of the meeting does not constitute attendance under the Companies Act. Therefore, shareholders who participate in the General Meeting of Shareholders via the internet cannot ask questions, exercise their voting rights or submit motions as shareholders who attend the meeting in person are allowed to do. To exercise your voting rights, while observing the deadline for exercising voting rights, send the voting form by postal mail or vote via the internet as explained separately, or have a proxy attend the meeting in your place by conferring proxy’s authority with a letter of proxy, etc. • Please be aware that you may experience audio or video problems due to your computer (model, performance, etc.) and internet connection (line conditions, connection speed, etc.). – 3 – • Communication charges for accessing the livestream are payable by shareholders themselves. • Note that the Company assumes no responsibility for any damage incurred by shareholders due to the communication environment, system failures, etc. • Please be aware that although the Company will make every effort to stream the General Meeting of Shareholders live via the internet, shareholders may not be able to participate due to unforeseen circumstances, such as communication problems or system failures, and the livestream may even be canceled depending on the situation. [Recommended environment] The recommended environment of Engagement Portal webpage is as follows. Please note that Internet Explorer cannot be used. Use the following browsers instead. PC Windows Macintosh iPad Smartphone iPhone OS Windows 10 or later Browser Google Chrome, Microsoft Edge (Chromium) MacOS X 10.13 (High Sierra) or later Safari, Google Chrome iOS 13.0 or later iOS 12.0 or later Android Android 8.0 or later Safari Safari Google Chrome Note: Even for the above environments, the livestreaming function may not operate properly depending on the communication environment or device used. Inquiries about IDs and passwords Mitsubishi UFJ Trust and Banking Corporation Phone: 0120-191-060 (toll free (Japan only)) Reception hours: May 27, 2022 (Date of the General Meeting of Shareholders) 9:00 a.m. to the end of the General Meeting of Shareholders (JST) – 4 – Voting via the Internet If you exercise your voting rights via the internet, please confirm the items below in advance. If you attend the meeting in person, you do not need to follow the procedures for the exercise of your voting rights via postal mail (sending the voting form) or via the internet. 1. Voting website and exercising your voting rights (1) The exercise of the voting rights via the internet is available only by accessing the website for exercising voting rights designated by the Company (https://evote.tr.mufg.jp/) from your PC or smartphone. (However, please note that you are not able to access the website from 2:00 a.m. to 5:00 a.m. (JST) every day.) (2) You may not be able to use the website in such internet environments as those using firewalls, etc. for the internet connection, those using antivirus programs, those where TLS-encrypted communications are not specified, or those with a proxy server. (3) The voting via the internet will be available until 6:00 p.m., Thursday, May 26, 2022. You are kindly requested to vote online at the earliest possible time. Should you have any questions or inquiries on the exercise of voting rights via the internet, please contact Help Desk. 2. Procedures required for exercising voting rights via the internet (1) Using a PC • Please access the website for exercising voting rights (https://evote.tr.mufg.jp/) designated by the Company, log in with the “login ID” and “temporary password” indicated on the voting form, and follow the guidance on the screen to vote for or against each proposal. • In order to prevent unauthorized access (web spoofing) or alteration of the voting by third party other than shareholders, you will be asked to change your “temporary password” on the website for exercising voting rights. • The Company will notify you of the new “login ID” and “temporary password” at each convocation of the General Meeting of Shareholders. (2) Using a smartphone • You can exercise your voting rights via a smartphone by scanning the “QR code for login” indicated on the voting form and automatically logging in the website for exercising voting rights. (You have no need to enter the “login ID” and “temporary password.”) • For the security purpose, you can log in the website for exercising voting rights using the QR code only once. For the second time and later, you need to enter the “login ID” and “temporary password” even after scanning the QR code. • Depending on the smartphone model being used, it may not be possible to log in using the QR code. If the login through the QR code is not possible, please exercise your voting rights by using the method above: 2. (1) Using a PC. * “QR code” is a registered trademark of DENSO WAVE INCORPORATED. 3. Handling of the voting rights exercised more than once (1) In the case of duplicate votes by mailing the voting form and using the internet, the voting via the internet will prevail. (2) If you exercise your voting rights multiple times via the internet, the latest voting will be valid. 4. Charges incurred to access the website for exercising voting rights Please be aware that shareholders shall pay charges for accessing the website for exercising voting rights (including internet connection fees). Inquiries about the system, etc. Stock Transfer Agency (Help Desk), Mitsubishi UFJ Trust and Banking Corporation Phone: 0120-173-027 (9:00 a.m. to 9:00 p.m. (JST); toll free (Japan only)) – 5 – (Attached Documents) Business Report From March 1, 2021 to February 28, 2022 1. Status of the corporate group (1) Status of operations for the fiscal year under review (i) Progress and results of operations During the fiscal year ended February 28, 2022, the Japanese economy continued to be affected by prolonged stagnation in economic activity due to the novel coronavirus disease (COVID-19). Although it is expected that the COVID-19 pandemic will be brought under control through vaccination campaigns, etc., and that activity will pick up with the reopening of economic activity going forward, due to the emergence of variants and other new potential threats, the impact of COVID-19 on the domestic economy and corporate profits remains uncertain. Amid such an environment, both in the Robot Outsourcing and Robot Transformation businesses, RPA Holdings, Inc. (the “Company”) and its subsidiaries (collectively, the “Group”) focused on continuing to serve the existing customers while also expanding business with them and gaining new customers. Furthermore, upfront investment was implemented for the launch of the Robot As A Service (RaaS) business, which is a new business. Furthermore, taking into account the performance trends of some investees, in the fiscal year ended February 28, 2022, a loss on valuation of investment securities of ¥601 million was recorded for Company-held investment securities whose fair value had decreased significantly compared to the book value and a goodwill impairment loss of ¥649 million was recorded as a result of assessing the recoverability in fields being developed as new business in the Robot Transformation business. As a result, in the fiscal year under review, net sales was ¥16,796 million (up 49.9% year on year), operating profit was ¥331 million (down 37.8% year on year), ordinary profit was ¥276 million (down 47.0% year on year), and loss attributable to owners of parent was ¥1,210 million (in comparison with profit attributable to owners of parent of ¥21 million in the previous fiscal year). The operating results by business segment are shown below. Robot Outsourcing In the Robot Outsourcing business, there was growth in the number of companies adopting BizRobo! Basic, BizRobo! Lite and BizRobo! mini, and recurring-type license income increased. Meanwhile, profit margins improved and segment profit increased as a result of the revenue structure centered on recurring-type license income. As a result, in the Robot Outsourcing business, net sales was ¥3,354 million (up 5.8% year on year), and segment profit (operating profit) was ¥640 million (up 56.0% year on year). Robot Transformation In the Robot Transformation business, net sales increased as a result of large one-time campaign projects in the finance category and the expanded market share in the new fields we are entering. However, promotion expenses for expanding market share increased. As a result, in the Robot Transformation business, net sales was ¥12,935 million (up 67.3% year on year), and segment profit (operating profit) was ¥394 million (down 42.6% year on year). RaaS In the RaaS business, the number of paying users increased for RoboRobo Compliance Check, the launch of the new service for EC business operators proceeded smoothly, and recurring revenue increased. In addition, upfront investment continued to be implemented for service development in new fields. – 6 – As a result, in the RaaS business, net sales was ¥200 million (up 817.9% year on year), and segment loss (operating loss) was ¥244 million (in comparison with segment loss of ¥263 million in the previous fiscal year). (ii) Capital expenditure During the fiscal year under review, total capital expenditure of the Group amounted to ¥428 million, which is mainly attributable to acquisition of software relating to the Robot Outsourcing business, etc. There were no instances of retirement or sales of important facilities. (iii) Financing During the fiscal year under review, the Company procured funds of ¥500 million through short-term borrowings and ¥400 million through the issuance of the third unsecured bonds for promotion of new businesses and to secure necessary working capital. (iv) Business transfer, absorption-type company split or incorporation-type company split There were no significant matters. (v) Acquisition of other companies’ business Not applicable. Not applicable. companies There were no significant matters. (vi) Succession of rights or duties related to the businesses of other corporations, etc. due to absorption-type merger or absorption-type company split (vii) Acquisition or disposal of shares or other equity interests, or share acquisition rights in other – 7 – (2) Trends in operating results and assets in and at the end of the most recent three fiscal years (i) Trends in operating results and assets of the corporate group Classification The 20th term (Fiscal year ended February 28, 2019) The 21st term (Fiscal year ended February 29, 2020) The 22nd term (Fiscal year ended February 28, 2021) The 23rd term (Fiscal year under review) (Fiscal year ended February 28, 2022) Net sales (Thousands of yen) 8,185,555 10,070,530 11,206,457 16,796,392 Ordinary profit (Thousands of yen) Profit (loss) attributable to owners of parent (Thousands of yen) Basic earnings (loss) per share (Yen) Total assets (Thousands of yen) Net assets (Thousands of yen) Net assets per share (Yen) 908,111 559,106 10.72 9,644,703 5,647,338 104.62 382,083 521,932 276,773 17,363 0.31 18,028,202 13,106,803 224.50 21,030 (1,210,018) 0.36 (19.74) 18,538,980 13,142,114 224.19 17,720,933 11,645,974 190.66 Note: The Company conducted a 5-for-1 share split of its common shares on December 1, 2018, and a 2-for-1 share split of its common shares on July 1, 2019. Net assets per share and basic earnings (loss) per share have been calculated assuming that the share splits were conducted at the beginning of the 20th term. (ii) Trends in operating results and assets of the Company Classification The 20th term (Fiscal year ended February 28, 2019) The 21st term (Fiscal year ended February 29, 2020) The 22nd term (Fiscal year ended February 28, 2021) Net sales (Thousands of yen) 1,156,083 1,920,032 1,642,751 Ordinary profit (Thousands of yen) Profit (loss) (Thousands of yen) Basic earnings (loss) per share (Yen) Total assets (Thousands of yen) Net assets (Thousands of yen) Net assets per share (Yen) 331,828 312,928 6.00 7,211,081 5,005,344 92.66 935,602 629,289 11.21 16,480,872 13,076,736 223.99 738,548 304,888 5.21 16,708,209 13,395,904 228.52 The 23rd term (Fiscal year under review) (Fiscal year ended February 28, 2022) 1,587,493 679,940 (1,464,078) (23.88) 15,336,229 11,633,575 190.66 Note: The Company conducted a 5-for-1 share split of its common shares on December 1, 2018, and a 2-for-1 share split of its common shares on July 1, 2019. Net assets per share and basic earnings (loss) per share have calculated assuming that the share splits were conducted at the beginning of the 20th term. (3) Parent company and major subsidiaries (i) Parent company Not applicable. – 8 – (ii) Major subsidiaries RPA Technologies, Inc. SEGMENT Inc. Direct Co., Ltd. OPEN ASSOCIATES JAPAN, Inc. LEAGLE Inc. (4) Issues to be addressed Company name Major businesses Share capital (Millions of yen) Ratio of voting of the Company (%) 30 30 9 30 30 100.0 100.0 100.0 100.0 100.0 Robot Outsourcing Robot Transformation Robot Transformation RaaS Sales Outsourcing Major issues to be addressed by the Group have been identified as follows. (i) Strengthening business foundations RPA, which is the Group’s core technology, is making ever-evolving progress along with expansion of the market. To maintain sustainable growth, the Group needs to always continue to discover and develop leading-edge RPA technologies, and solidify the technology base. In order to achieve expansion in our business fields using RPA technologies, the Group will build business foundations by promoting business development which will involve actively making strategic investment in areas that include license procurement for cutting-edge artificial intelligence, RPA technologies and businesses, and capital and business alliances, as well as continually developing and providing cutting-edge RPA technology services. (ii) Creating new businesses that utilize digital labor The Group recognizes that efforts for business reforms such as creation of new businesses are also important for the Group to maintain sustainable growth potential and improve the corporate value. The Group will promote the creation of new businesses by making the maximum use of development and operation abilities for digital labor cultivated in the Robot Outsourcing business. (iii) Building RPA platforms The Group has proactively provided information and conducted educational activities on RPA for expansion of the Robot Outsourcing business. It is imperative that the Group convey information about RPA and offer a platform that facilitates sales and purchases of digital labor in order for it to achieve further growth while promoting greater understanding and dissemination of RPA. To address such challenges, the Group will strive to expand the Group’s customer base and increase its revenue opportunities by building a platform where client companies can gather information on configuration and deployment of digital labor, and buy and sell RPA and AI technologies. (iv) Reinforcing talent For the Group’s businesses to achieve the continued development, it is considered important to acquire and foster talent. The Company will enhance recruitment activities and training activities to secure human resources who sympathize with the Group’s vision and develop human resources who support the sustainable growth. (v) Strengthening the in-house managerial framework As the Group addresses changes in the business environment, it is also important that it strengthen its in-house managerial framework in order to maintain sustainable growth. Accordingly, we are committed to thoroughly managing risks by taking a robust approach to corporate governance that – 9 – involves enhancing the effectiveness of our internal controls. To such ends, we will strive to build an internal monitoring framework that draws on RPA technologies. (5) Major businesses (as of February 28, 2022) The Group comprises the Company, a pure holding company, and eleven consolidated subsidiaries that operate businesses. The Company draws up strategies for the entire Group, given its role as a holding company, and also engages in administrative tasks on the basis of business outsourcing agreements entered into with its respective subsidiaries and associates. RPA Technologies, Inc. engages in the Robot Outsourcing business; five consolidated subsidiaries, particularly SEGMENT Inc. and Direct Co., Ltd., engage in the Robot Transformation business; two consolidated subsidiaries, particularly OPEN ASSOCIATES JAPAN, Inc. engage in the RaaS business; and, LEAGLE Inc. engages in the Sales Outsourcing business. (6) Major offices (as of February 28, 2022) (i) The Company Head office Minato-ku, Tokyo (ii) Subsidiaries RPA Technologies, Inc. SEGMENT Inc. Direct Co., Ltd. Head office (Minato-ku, Tokyo) Head office (Minato-ku, Tokyo) Head office (Minato-ku, Tokyo) OPEN ASSOCIATES JAPAN, Inc. Head office (Minato-ku, Tokyo) LEAGLE Inc. Head office (Minato-ku, Tokyo) (7) Employees (as of February 28, 2022) (i) Employees of the corporate group Business segment Number of employees Robot Outsourcing Robot Transformation RaaS Other Total Increase / decrease from the end of the previous fiscal year Decrease of 19 (Decrease of 2) Increase of 5 (Decrease of 28) Increase of 5 (–) Increase of 4 (Increase of 17) 58 (13) 26 (11) 15 (–) 27 (31) 126 (55) Decrease of 5 (Decrease of 13) Note: Number of employees is the number of working employees (excluding employees seconded to companies outside the Group and including employees on loan to the Group from outside the Group). Annual average number of part-time and temporary employees is shown in parentheses and not included in the total. (ii) Employees of the Company Number of employees Average age Average service years Increase / decrease from the end of the previous fiscal year 15 (–) Decrease of 2 (–) 41.3 4.3 Note: Number of employees is the number of working employees (excluding employees seconded to companies outside the Company and including employees on loan to the Company from outside the Company). Annual average number of part-time and temporary employees is shown in parentheses and not included in the total. – 10 – (8) Major lenders (as of February 28, 2022) Lender Balance of borrowings (Thousands of yen) 1,468,839 1,000,000 58,500 (9) Other significant matters related to status of the corporate group Resona Bank, Limited MUFG Bank, Ltd. Nippon Life Insurance Company Not applicable. – 11 – Name Number of shares held (shares) Shareholding ratio (%) 2. Status of the Company (1) Shares (as of February 28, 2022) (i) Total number of shares authorized to be issued: (ii) Total number of issued shares: (iii) Number of shareholders: (iv) Major shareholders (top 10) The Master Trust Bank of Japan, Ltd. (Trust account) CREDIT SUISSE AG SINGAPORE TRUST A/C CLIENTS FOR GMCM VENTURES PTE. LTD. Standing proxy: MUFG Bank, Ltd. Tomomichi Takahashi Nobuyuki Osumi SoftBank Corp. Takayuki Ishii Satoshi Matsui Takashi Nishiki Dai Yamane 187,600,000 shares 61,930,000 shares 13,564 23,700,000 6,120,000 2,528,900 2,300,000 2,044,600 1,845,000 1,630,000 1,350,000 754,000 731,682 38.86 10.03 4.15 3.77 3.35 3.03 2.67 2.21 1.24 1.20 BBH FOR GLOBAL X ROBOTICS AND ARTIFICIAL INTELLIGENCE ETF Standing proxy: MUFG Bank, Ltd. Note: When calculating the shareholding ratios, treasury shares (940,300 shares) are excluded. (v) Other significant matters related to shares Exercise of share acquisition rights The total number of issued shares increased by 3,333,500 shares due to the exercise of 1st series share acquisition rights and 2nd series share acquisition rights. – 12 – Satoshi Matsui Director In charge of Business Management Department (2) Company executives (i) Directors (as of February 28, 2022) Name Position in the Company Tomomichi Takahashi Representative Director Nobuyuki Osumi Director Takashi Nishiki Director Yoshihiko Masuda Toshihiro Hanyu Director (Full-time Audit and Supervisory Committee Member) Director (Audit and Supervisory Committee Member) Director (Audit and Supervisory Committee Member) Director (Audit and Supervisory Committee Member) Responsibility in the Company and significant concurrent positions outside the Company Director of SEGMENT Inc., Director of RPA Technologies, Inc., and President and Representative Director of OPEN ASSOCIATES JAPAN, Inc. President and Representative Director of RPA Technologies, Inc. and President of Robotic Process Automation Association Director of VECTOR Inc., Director of RPA Technologies Inc., and Director of SEGMENT, Inc. Representative of Yoshihiko Masuda Certified Public Accountant Office, Corporate Auditor of RPA Technologies, Inc., Audit & Supervisory Board Member of SEGMENT Inc., Audit & Supervisory Board Member of OPEN ASSOCIATES JAPAN, Inc., Audit & Supervisory Board Member of LEAGLE Inc., and Auditor of Green Earth Institute Co., Ltd. Audit & Supervisory Board Member of PR TIMES, Inc. and Representative Director of Hinode Consulting Corporation Eiichi Nagai Partner of Kaynex Law Office Hideaki Takahashi Councilor of Tsuda University Notes: 1. Directors Takashi Nishiki, Yoshihiko Masuda, Toshihiro Hanyu, Eiichi Nagai and Hideaki Takahashi are Outside 2. Directors Yoshihiko Masuda and Toshihiro Hanyu are qualified as certified public accountants, and possess considerable knowledge of finance and accounting. 3. Director Eiichi Nagai is qualified as an attorney at law, and possesses considerable insights into corporate legal Directors. affairs and laws. 4. The Company has assigned a full-time Audit and Supervisory Committee Member for the purpose of increasing effectiveness of information gathering and audit capabilities by continuously and effectively attending important meetings other than the Board of Directors meetings. 5. The Company has submitted notification to the Tokyo Stock Exchange that Directors Takashi Nishiki, Yoshihiko Masuda, Toshihiro Hanyu, Eiichi Nagai and Hideaki Takahashi have been designated as independent officers as provided for by the aforementioned exchange. (ii) Summary of details of limited liability agreement Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreement with each of Outside Directors to limit their liability for damages under Article 423, paragraph (1) of the said act. The amount of liability allowed for in those agreements is as per the minimum amount of liability provided for under Article 425, paragraph (1) of the Companies Act. (iii) Summary of details of directors and officers liability insurance policy The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. The scope of insured persons under the insurance policy is Directors and Audit & Supervisory Board Members of the Company and its subsidiaries, and the insured persons do not pay insurance premiums. The policy covers losses incurred by the insured persons, in cases where they are legally liable for damages arising from actions performed in accordance with their positions as officers. However, any damages, etc. arising from any action taken with the awareness that it is a law violating act are not covered so that appropriateness of execution of duties by the insured persons is not undermined. – 13 – (iv) Remuneration for company executives a. Total amount of remunerations for the fiscal year under review Classification Total amount of remuneration (Thousands of yen) Basic remuneration Total amount of remuneration by type (Thousands of yen) Performance-linked remuneration and others Non-monetary remuneration and others Number of persons Director (excluding Audit and Supervisory Committee Member) (of which, Outside Director) Director (Audit and Supervisory Committee Member) (of which, Outside Director) Total (of which, Outside Officers) of Directors 90,600 (3,600) 90,600 (3,600) 20,400 (20,400) 111,000 (24,000) 20,400 (20,400) 111,000 (24,000) – (–) – (–) – (–) – (–) – (–) – (–) 4 (1) 4 (4) 8 (5) b. Matters concerning the resolution at the General Meeting of Shareholders on remuneration, etc. Classification Classification of remuneration Date of resolution at the General Meeting of Shareholders Details of resolution Basic remuneration 19th Ordinary General Meeting of Shareholders held on May 30, 2018 The amount of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members) shall be ¥120 million or less per annum (however, this amount does not include the employee’s salary). Basic remuneration 19th Ordinary General Meeting of Shareholders held on May 30, 2018 The amount of remuneration for Directors who are Audit and Supervisory Committee Members shall be ¥50 million or less per annum. Director (excluding Audit and Supervisory Committee Member) Director (Audit and Supervisory Committee Member) c. Number of executives related to provisions of the resolution The number of Directors (excluding Directors who are Audit and Supervisory Committee Members) shall be three. The number of Directors who are Audit and Supervisory Committee Members shall be five. Policy for determining the details of remuneration for officers At the Board of Directors meeting held on February 26, 2021, the Company passed a resolution on the policy for determining the details of individual remuneration for Directors. Prior to the resolution at the Board of Directors meeting, the Board of Directors consulted with the Remuneration Advisory Committee regarding the contents of the resolution and received a report from the committee. As the Company’s basic policy, remuneration shall be set at an adequate level based on each duty in the determination of remuneration for individual Directors. The Company has the Remuneration Advisory Committee. The Remuneration Advisory Committee shall deliberate on the remuneration plan, remuneration level, etc. for the fiscal year, and receive advice and recommendations from members who are independent Outside Directors. The amount of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members) is determined by the Board of Directors within the range of limits of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members), which were determined at the general meeting of shareholders, based on a report – 14 – from the Remuneration Advisory Committee, taking into account the position, duty, number of years of tenure as well as operating results of the entire company, individual degree of contribution to operating results, remuneration level necessary to secure excellent human resources in light of data on other companies’ remuneration for officers, and other factors. In the determination of the content of individual remuneration for Directors in the fiscal year under review, the Remuneration Advisory Committee comprehensively considers the content including the consistency with the above policy for determination, and makes a report to the Board of Directors. Since the amount of remuneration for individual Directors was determined based on a report from Remuneration Advisory Committee at the Board of Directors meeting held on May 26, 2021, the Company believes that the content of the determination reflects its policy. In addition, as for the amount of remuneration for Directors who are Audit and Supervisory Committee Members, only basic remuneration is paid to them in light of their duties, and the amount of individual remuneration is determined through deliberations by Directors who are Audit and Supervisory Committee Members within the limits of remuneration, which were determined at the general meeting of shareholders. (v) Matters concerning Outside Officers a. Important concurrent positions at other organizations and the relationship between the Company and those organizations • Outside Director Takashi Nishiki holds position as non-standing officer of VECTOR Inc. There is no special relationship between the Company and the organization where Takashi Nishiki holds a concurrent position. • Outside Director (Audit and Supervisory Committee Member) Yoshihiko Masuda is Representative of Yoshihiko Masuda Certified Public Accountant Office, and holds position as non-standing officer at Green Earth Institute Co., Ltd. There is no special relationship between the Company and each of the organizations where Yoshihiko Masuda holds a concurrent position. • Outside Director (Audit and Supervisory Committee Member) Toshihiro Hanyu is Representative Director of Hinode Consulting Corporation, and holds position as non-standing officer at PR TIMES, Inc. There is no special relationship between the Company and each of the organizations where Toshihiro Hanyu holds a concurrent position. • Outside Director (Audit and Supervisory Committee Member) Eiichi Nagai is a Partner of Kaynex Law Office. There is no special relationship between the Company and the organization where Eiichi Nagai holds a concurrent position. • Outside Director (Audit and Supervisory Committee Member) Hideaki Takahashi is Councilor of Tsuda University. There is no special relationship between the Company and the organization where Hideaki Takahashi holds a concurrent position. – 15 – b. Major activities for the fiscal year under review Takashi Nishiki Outside Director Yoshihiko Masuda Outside Director (Audit and Supervisory Committee Member) Toshihiro Hanyu Outside Director (Audit and Supervisory Committee Member) Eiichi Nagai Outside Director (Audit and Supervisory Committee Member) Hideaki Takahashi Outside Director (Audit and Supervisory Committee Member) Status of attendance and remarks, and summary of duties performed associated with roles expected of Outside Directors He attended 15 of 17 meetings of the Board of Directors held during the fiscal year under review. He properly fulfills his role with respect to ensuring suitability and adequacy of the Company’s decision making as an Outside Director, in part by providing supervision and advice on the Company’s corporate management and necessary comments on a timely basis for deliberation of agenda items and other topics at the meetings, based on his wealth of experience in the areas of corporate management and investment as a corporate manager and investor. Furthermore, as a member of the Remuneration Advisory Committee, he plays a supervisory role in the process of determining officer remuneration from an objective and neutral position. He attended all 17 meetings of the Board of Directors and all 14 meetings of the Audit and Supervisory Committee held during the fiscal year under review. He properly fulfills his role with respect to ensuring suitability and adequacy of the Company’s decision making as an Outside Director, in part by providing supervision and advice on the Company’s corporate management and necessary comments on a timely basis for deliberation of agenda items and other topics at the meetings, utilizing his expertise as a certified public accountant. Furthermore, as the chair of the Remuneration Advisory Committee, he plays a supervisory role in the process of determining officer remuneration from an objective and neutral position. He attended all 17 meetings of the Board of Directors and all 14 meetings of the Audit and Supervisory Committee held during the fiscal year under review. He properly fulfills his role with respect to ensuring suitability and adequacy of the Company’s decision making as an Outside Director, in part by providing supervision and advice on the Company’s corporate management and necessary comments on a timely basis for deliberation of agenda items and other topics at the meetings, based on his wealth of experience as an audit & supervisory board member and expertise as a certified public accountant. He attended all 17 meetings of the Board of Directors and all 14 meetings of the Audit and Supervisory Committee held during the fiscal year under review. He properly fulfills his role with respect to ensuring suitability and adequacy of the Company’s decision making as an Outside Director, in part by providing supervision and advice on the Company’s corporate management and necessary comments on a timely basis for deliberation of agenda items and other topics at the meetings, based on his expertise as an attorney at law. He attended all 17 meetings of the Board of Directors and all 14 meetings of the Audit and Supervisory Committee held during the fiscal year under review. He properly fulfills his role with respect to ensuring suitability and adequacy of the Company’s decision making as an Outside Director, in part by providing supervision and advice on the Company’s corporate management and necessary comments on a timely basis for deliberation of agenda items and other topics at the meetings, based on his wealth of experience as a corporate manager. – 16 – (3) Financial Auditor (i) Name KPMG AZSA LLC (ii) Amount of remuneration, etc. Amount of remuneration (Thousands of yen) Amount of remuneration, etc. for the Financial Auditor for the fiscal year under review Total amount of money and other economic benefits that should be paid to the Financial Auditor by the Company and its subsidiaries 37,350 37,350 Notes: 1. Since the audit contract between the Company and the Financial Auditor does not clearly distinguish between the amounts of remuneration, etc. for audits conducted based on the Companies Act and the amounts of remuneration, etc. for audits based on the Financial Instruments and Exchange Act, and it is not possible to substantively distinguish them, the amount of remunerations for Financial Auditor for the fiscal year under review is the total amount for both. 2. The Audit and Supervisory Committee decided to agree on the amount of remuneration, etc. of the Financial Auditor after making necessary examination of the Financial Auditor’s audit plan, performance of duties and a basis for calculation of estimated remuneration, etc. are appropriate. (iii) Description of non-auditing services Not applicable. (iv) Policy for dismissal or non-reappointment decision of Financial Auditor If the Audit and Supervisory Committee judges that action is necessary, such as in cases where the Financial Auditor’s execution of its duties is impeded, the Audit and Supervisory Committee will determine the contents of a proposal to be submitted to the General Meeting of Shareholders regarding the dismissal or non-reappointment of the Financial Auditor. In addition, if the Audit and Supervisory Committee determines that any of the provisions of Article 340, paragraph (1) of the Companies Act applies with respect to the Financial Auditor, it shall dismiss the Financial Auditor based on unanimous approval by the Audit and Supervisory Committee Members. In this case, an Audit and Supervisory Committee Member selected by the Audit and Supervisory Committee shall present a report stating the purport of the dismissal of the Financial Auditor and the reasons therefor to the first general meeting of shareholders convened after the dismissal. (v) Summary of details of limited liability agreement Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreement with KPMG AZSA LLC to limit the liability for damages under Article 423, paragraph (1) of the said act. The amount of liability allowed for in the agreement is as per the minimum amount of liability provided for under Article 425, paragraph (1) of the Companies Act. 3. Basic policy regarding control of company The Company believes that the person controlling decisions on the financial and business policies of the Company should be aiming for stable growth and working to bring together the management resources to maximize corporate value and strengthen shareholders’ common interests. At this point in time, the Company has not adopted special takeover defense measures. However, looking forward, the Company will continue to be flexible in considering options while paying close attention to the changes in social circumstances, etc. – 17 – Consolidated balance sheet (as of February 28, 2022) (Thousands of yen) Item Assets Amount Item Liabilities Current assets 15,396,652 Current liabilities Cash and deposits 12,623,491 Accounts payable – trade Notes and accounts receivable – trade 1,771,357 Short-term borrowings Work in process Prepaid expenses Other 12,016 Current portion of bonds payable 201,412 Current portion of long-term borrowings 788,375 Accounts payable – other Income taxes payable Non-current assets 2,324,280 Provision for bonuses Property, plant and equipment 118,978 Other Buildings 47,222 Tools, furniture and fixtures 71,756 Non-current liabilities Intangible assets 1,299,193 Long-term borrowings Software in progress 68,951 Net assets Investments and other assets 906,107 Capital surplus Investment securities 392,241 Retained earnings Bonds payable 570,397 659,772 Total liabilities 72 Shareholders’ equity Share capital 227,645 Treasury shares 286,220 Share acquisition rights Non-controlling interests Total net assets Goodwill Software Other Leasehold deposits Deferred tax assets Total assets 17,720,933 Total liabilities and net assets Note: The figures are rounded down to the nearest thousand yen. Amount 4,582,815 1,342,354 1,500,000 324,000 287,196 193,701 185,388 68,218 681,957 1,492,143 752,000 740,143 6,074,958 11,628,582 5,900,441 6,036,560 12,840 (321,260) 5,263 12,129 11,645,974 17,720,933 – 18 – Consolidated statement of income (From March 1, 2021 to February 28, 2022) Item (Thousands of yen) Amount Net sales Cost of sales Gross profit Selling, general and administrative expenses Operating profit Non-operating income Interest and dividend income Foreign exchange gains Other Non-operating expenses Interest expenses Commission expenses Bond issuance costs Other Ordinary profit Extraordinary income Extraordinary losses Impairment losses Loss before income taxes Income taxes – current Income taxes – deferred Loss Loss on valuation of investment securities Loss on investments in investment partnerships Share of loss of entities accounted for using equity method Loss attributable to non-controlling interests Loss attributable to owners of parent Note: The figures are rounded down to the nearest thousand yen. – 19 – 2,332 840 647 21,378 993 19,648 5,255 7,632 3,376 649,847 601,105 282,436 (1,337) 16,796,392 13,099,801 3,696,590 3,365,353 331,236 3,821 58,284 276,773 1,250,953 (934,179) 281,099 (1,215,279) (5,261) (1,210,018) Gain on sale of businesses 40,000 40,000 Consolidated statement of changes in equity (From March 1, 2021 to February 28, 2022) Shareholders’ equity Share capital Capital surplus Retained earnings Treasury shares Share acquisition rights Non-controlling interests Total net assets Total shareholders’ equity 5,888,936 6,025,055 1,222,858 – 13,136,851 5,263 – 13,142,114 (Thousands of yen) Balance at beginning of period Changes during period Issuance of new shares – exercise of share acquisition rights Loss attributable to owners of parent Purchase of treasury shares Net changes in items other than shareholders’ equity Total changes during period 11,505 11,505 23,010 (1,210,018) (1,210,018) (321,260) (321,260) 23,010 (1,210,018) (321,260) 12,129 12,129 – – 11,505 11,505 (1,210,018) (321,260) (1,508,268) 12,129 (1,496,139) Balance at end of period 5,900,441 6,036,560 12,840 (321,260) 11,628,582 5,263 12,129 11,645,974 Note: The figures are rounded down to the nearest thousand yen. – 20 – Balance sheet (as of February 28, 2022) Item Assets Amount Item Liabilities Current assets 13,617,883 Current liabilities Cash and deposits 8,806,782 Short-term borrowings Operating accounts receivable 105,778 Current portion of bonds payable Prepaid expenses 48,022 Current portion of long-term borrowings Accounts receivable – other 98,100 Accounts payable – other Short-term loans receivable 4,930,000 Accrued expenses Other 596,533 Income taxes payable Allowance for doubtful accounts (967,334) Accrued consumption taxes Non-current assets 1,718,346 Provision for bonuses Property, plant and equipment 113,308 Buildings 47,222 Non-current liabilities Tools, furniture and fixtures 66,086 Bonds payable Deposits received Intangible assets Software Long-term borrowings 11,038 Total liabilities 10,965 Net assets Share capital Telephone subscription right 72 Shareholders’ equity Investments and other assets 1,593,999 Capital surplus Shares of subsidiaries and associates Investment securities Leasehold deposits Deferred tax assets 1,107,597 240,986 223,620 21,796 Legal capital surplus Other capital surplus Retained earnings Legal retained earnings Other retained earnings Retained earnings brought forward Treasury shares Share acquisition rights Total net assets Total assets 15,336,229 Total liabilities and net assets Note: The figures are rounded down to the nearest thousand yen. (Thousands of yen) Amount 2,267,354 1,500,000 324,000 265,200 51,307 41,134 47,714 21,020 8,186 8,790 1,435,300 752,000 683,300 3,702,654 11,628,312 5,900,441 6,036,560 18,645 6,017,915 12,570 7,500 5,070 5,070 (321,260) 5,263 11,633,575 15,336,229 – 21 – Statement of income (From March 1, 2021 to February 28, 2022) Item (Thousands of yen) Amount Operating revenue Operating expenses Operating profit Non-operating income Interest income Foreign exchange gains Other Non-operating expenses Interest expenses Commission expenses Bond issuance costs Other Ordinary profit Extraordinary losses loss before income taxes Income taxes – current Income taxes – deferred Loss Loss on investments in investment partnerships Loss on valuation of investment securities Loss on valuation of shares of subsidiaries and associates Provision of allowance for doubtful accounts Note: The figures are rounded down to the nearest thousand yen. 75,999 673 130 20,418 847 7,632 19,648 3,316 591,117 1,161,648 334,826 56,517 (90) 1,587,493 932,491 655,001 76,803 51,863 679,940 2,087,592 (1,407,651) 56,427 (1,464,078) – 22 – Balance at beginning of period Changes during period Issuance of new shares – exercise of share acquisition rights Loss Purchase of treasury shares Net changes in items other than shareholders’ equity Total changes during period Balance at end of period Balance at beginning of period Changes during period Issuance of new shares – exercise of share acquisition rights Loss Purchase of treasury shares Net changes in items other than shareholders’ equity Total changes during period Balance at end of period Statement of changes in equity (From March 1, 2021 to February 28, 2022) Shareholders’ equity Capital surplus Retained earnings (Thousands of yen) Share capital Legal capital surplus Other capital surplus Total capital surplus Legal retained earnings Treasury shares Total shareholders’ equity Total retained earnings Other retained earnings Retained earnings brought forward 5,888,936 7,140 6,017,915 6,025,055 7,500 1,469,149 1,476,649 – 13,390,641 11,505 11,505 11,505 23,010 (1,464,078) (1,464,078) (1,464,078) (321,260) (321,260) 11,505 11,505 – 11,505 – (1,464,078) (1,464,078) (321,260) (1,762,329) 5,900,441 18,645 6,017,915 6,036,560 7,500 5,070 12,570 (321,260) 11,628,312 Share acquisition rights Total net assets 5,263 13,395,904 – – 23,010 (1,464,078) (321,260) – (1,762,329) 5,263 11,633,575 Note: The figures are rounded down to the nearest thousand yen. – 23 – Audit Report of Financial Auditor on Consolidated Financial Statements Independent Auditor’s Report RPA Holdings, Inc. The Board of Directors April 20, 2022 KPMG AZSA LLC Tokyo Office, Japan Hideaki Takao Designated Engagement Partner Certified Public Accountant (Seal) Kenichi Nojiri Designated Engagement Partner Certified Public Accountant (Seal) Audit Opinion We have audited the consolidated financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in equity and the related notes of RPA Holdings, Inc. (the “Company”) and its consolidated subsidiaries (collectively referred to as the “Group”), as at February 28, 2022 and for the fiscal year from March 1, 2021 to February 28, 2022 in accordance with Article 444, paragraph (4) of the Companies Act. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position and the results of operations of the Group for the period, for which the consolidated financial statements were prepared, in accordance with accounting principles generally accepted in Japan. Basis for Audit Opinion We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Responsibilities of Management and the Audit and Supervisory Committee for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in Japan, including the design, implementation and maintenance of such internal control as management determines is necessary to enable the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate to prepare the consolidated financial statements with the assumption of the Group’s ability to continue as a going concern, and disclosing matters related to going concern as applicable in accordance with accounting principles generally accepted in Japan. – 24 – The Audit and Supervisory Committee is responsible for overseeing the Directors’ performance of their duties including the design, implementation and maintenance of the Group’s financial reporting process. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our responsibilities are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion on the consolidated financial statements based on our audit from an independent point of view. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. In accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. The procedures selected to be applied depend on the auditor’s judgment. In addition, obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. Obtain, in making those risk assessments, an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, while the objective of the audit of the consolidated financial statements is not to express an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used by management and their method of application, as well as the reasonableness of accounting estimates made by management and related notes thereto. Conclude on the appropriateness of management’s use of the going concern basis for preparing the consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related notes to the consolidated financial statements or, if such notes are inadequate, to express a qualified opinion with exceptions on the consolidated financial statements. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate whether the presentation of the consolidated financial statements and the notes thereto are in accordance with accounting principles generally accepted in Japan, the overall presentation, structure and content of the consolidated financial statements, including the related notes thereto, and whether the consolidated financial statements represent the underlying transactions and accounting events in a manner that achieves fair presentation. Obtain sufficient and appropriate audit evidence regarding the financial information of the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the consolidated financial statements. We remain solely responsible for our audit opinion. We communicate with the Audit and Supervisory Committee regarding the planned scope and timing of the audit, significant audit findings, including any significant deficiencies in internal control that we identify during our audit, and other matters required by auditing standards. We also provide the Audit and Supervisory Committee with a statement that we have complied with relevant ethical requirements in Japan regarding independence, and communicate with it all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards in order to eliminate or reduce obstruction factors. – 25 – Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan Our firm and the designated engagement partners do not have any interest in the Group which is required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan. The above represents a translation, for convenience only, of the original report issued in the Japanese language. – 26 – Audit Report of Financial Auditor on Financial Statements Independent Auditor’s Report RPA Holdings, Inc. The Board of Directors April 20, 2022 KPMG AZSA LLC Tokyo Office, Japan Hideaki Takao Designated Engagement Partner Certified Public Accountant (Seal) Kenichi Nojiri Designated Engagement Partner Certified Public Accountant (Seal) Audit Opinion We have audited the non-consolidated financial statements, which comprise the non-consolidated balance sheet, the non-consolidated statement of income, the non-consolidated statement of changes in equity, the related notes and the accompanying supplemental schedules (collectively, “non-consolidated financial statements, etc.”) of RPA Holdings, Inc. (the “Company”), as at February 28, 2022 and for the 23rd fiscal year from March 1, 2021 to February 28, 2022 in accordance with Article 436, paragraph (2), item (i) of the Companies Act. In our opinion, the non-consolidated financial statements, etc. referred to above present fairly, in all material respects, the financial position and the results of operations of the Company for the period, for which the non-consolidated financial statements, etc. were prepared, in accordance with accounting principles generally accepted in Japan. Basis for Audit Opinion We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Non-consolidated Financial Statements, Etc. section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the non-consolidated financial statements, etc. in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe tha