エヌ・ティ・ティ・データ(9613) – Internet Disclosure of the Notice of Convocation of Annual General Meeting 2022

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開示日時:2022/05/18 08:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.03 211,716,700 12,352,200 12,484,500 41.48
2019.03 216,362,500 14,771,600 14,771,600 66.75
2020.03 226,680,800 13,093,700 13,093,700 53.58
2021.03 231,865,800 13,917,300 13,917,300 54.79

※金額の単位は[万円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.03 2,936,900 23,228,200
2019.03 6,202,300 24,200,900
2020.03 8,873,500 28,002,900
2021.03 18,937,800 35,249,200

※金額の単位は[万円]

▼テキスト箇所の抽出

Note: This document is the English translation of “Dai 34kai teiji kabunushisokai shoshu gotsuchi ni saishite no internet kaiji jouhou” (Internet Disclosure of the Notice of Convocation of the 34th Ordinary General Meeting of Shareholders) and is provided solely for reference purposes. In the event of any inconsistency between the Japanese version and any English translation of it, the Japanese version will prevail. To the Shareholders of NTT DATA CORPORATIONINTERNET DISCLOSURE OF THE NOTICE OF CONVOCATION OF THE 34th ORDINARY GENERAL MEETING OF SHAREHOLDERS May 30, 2022 NTT DATA CORPORATION Internet Disclosure of Reference Documents for the Ordinary General Meeting of Shareholders No. 2 Approval of Absorption-Type Company Split Agreement 3.Summary of the Matters Stipulated in Article 183 of the Ordinance for Enforcement of the Companies Act(1) Matters Concerning the Appropriateness of the Number of Shares to be Delivered to the Company by the Succeeding Company in the Absorption-Type Company Split1)Terms of the Allotment Under the Absorption-Type Company SplitNTT, Inc. will issue 3,315 shares of common stock as consideration for the Absorption-Type Company Split and allot anddeliver those shares in NTT, Inc. to the Company.2)Basis for the Terms of the Allotment Under the Absorption-Type Company Split(i)Basis and Reasons for the Terms of the AllotmentThe Company and NTT began considering the Overseas Business Integration around April 2021. In our considerations, as described in “(iv) Measures to Ensure Fairness” below, in order to ensure the fairness of the allotment in theAbsorption-Type Company Split, the Company appointed Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.(“MUMSS”) as third party financial advisor, and the Company has retained Nagashima Ohno & Tsunematsu, and―1― Nakamura, Tsunoda & Matsumoto as its legal advisors.The Company requested MUMSS to calculate the number of shares to be allotted in the Absorption-Type CompanySplit, and based on the calculation results by MUMSS, the advice from the legal advisors and the results of duediligence, etc., the Company has carefully negotiated and discussed with NTT on the fairness of the allotment in theAbsorption-Type Company Split, taking into consideration factors such as the financial situation, status of assets andfuture outlook of each of the Company and NTT, Inc.Thereafter, based on the analysis of the share allotment ratio by MUMSS, a third party financial advisor, as set out in“(B) Summary of Calculation” of “(ii) Matters Relating to Calculation” below, as well as the contents of the reportreceived on May 6, 2022 from the special committee consisting of three (3) members, Eiji Hirano, Mariko Fujii andFumihiko Ike, who are outside directors and independent officers who are not audit and supervisory committeemembers of the Company and who have no interest in NTT and NTT, Inc. (the “Special Committee”), as set out in“(A) Obtaining a Report from a Special Committee that has no Interest in the Company” of “(v) Measures to AvoidConflicts of Interest” below, the Company has finally determined that it is appropriate to conduct the Overseas Business Integration, including the Absorption-Type Company Split, with the consideration of 3,315 NTT, Inc. shares (which isequivalent to a share allotment ratio of 1.04) as set out in “1) Terms of the Allotment Under the Absorption-TypeCompany Split” above.As mentioned above, the Company has carefully negotiated and discussed with NTT, referring to the results ofcalculations by third party financial advisor and the advice from the legal advisors, and taking into account the resultsof due diligence, etc., as well as comprehensively considering factors such as the financial conditions, asset conditions, and future prospects, etc. of each of the Company and NTT, Inc., and also taking into consideration the report obtained from the Special Committee, etc. Thereafter, the Company made a resolution at the Board of Directors meeting heldon May 9, 2022 for, and the Company and NTT reached agreement on, the Overseas Business Integration, includingthe Absorption-Type Company Split.(ii) Matters Relating to Calculation(A) Financial Advisor’s Name and Relationship of the Company, NTT, Inc. and NTTNeither MUMSS, our third party financial advisor, nor YAMADA Consulting Group Co., Ltd. (“YamadaConsulting”), the third party financial advisor independently appointed by the Special Committee, is a relatedparty of the Company, NTT, Inc. or NTT and neither has any significant interests to be noted regarding theAbsorption-Type Company Split.(B) Summary of Calculation(MUMSS)MUMSS has applied the comparable companies analysis as there are comparable publicly traded companies for―1― both the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc., and a discounted cash flow analysis (“DCF analysis”) to incorporate the status of future business activities into its calculation, and comprehensively analyzed the results from these analytical methods to analyze the share allotment ratio. The analysis of the share allotment ratio was based on the stand-alone financial forecasts of both companies (not taking into account the impacts from the Overseas Business Integration) presented by the management of the Company and NTT, Inc. with reasonable adjustments made by the Company. In the comparable companies analysis, listed companies engaged in relatively similar businesses to the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc. were selected and the value of the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc. were assessed using the ratio of EBITDA to enterprise value. For the DCF analysis, the value of NTT Data’s assets subject to the Data Absorption-Type Company Split and NTT, Inc. is calculated by discounting the free cash flow that both companies are expected to generate in the future to the present value at a certain discount rate based on the future earnings forecasts of both companies from the fiscal year ended March 2022 onward, which takes into consideration various factors such as the most recent trends in business performance and business environment. The outline of the calculation results of share allotment ratio by MUMSS is as follows (The following share allotment ratio calculation range describes the calculation range of the NTT, Inc. share allotment ratio to be delivered to the Company as consideration for the Company’s assets subject to the Absorption-Type Company Split.). Method Comparable companies analysis DCF analysis 0.67 – 1.15 0.79 – 1.35 Calculation Range for Share Allotment Ratio MUMSS has provided an overview of the analysis to the Company’s Board of Directors as of May 2, 2022. Please note, however, that MUMSS has not provided the Company’s Board of Directors with a statement of opinion stating that the share allotment ratio is financially appropriate for shareholders of the Company common stock as of the effective date. (Note) MUMSS in principle used the information provided by the Company and NTT, Inc. as well as information in the public domain, etc. as-is when performing the analysis of the Company’s assets subject to the Absorption-Type Company Split and the share allotment ratio for NTT, Inc. It did so on the assumption that the materials and information, etc. that it used were all correct and complete, and it did not independently verify the accuracy or completeness thereof. Also, MUMSS has not conducted an independent evaluation or assessment, and has not made any request to a third-party institution for any appraisal or assessment in connection with any assets or liabilities (including off-balance-sheet assets and liabilities and other contingent liabilities) of the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc. In addition, MUMSS assumed that information regarding the financial forecasts of NTT, Inc. has been reasonably prepared based on the best forecasts and judgments available to the management of NTT, Inc. at the present. (Yamada Consulting) Yamada Consulting made calculations of the share allotment ratio by using the comparable companies analysis to calculate the value of the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc. shares and the discounted cash flow analysis (“DCF analysis”) to reflect the future business activities in the calculation, after examining various calculation methods to be adopted, based on the assumption that both companies are going concerns, and because there are several comparable listed companies that can be compared with the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc. shares and that the value of both companies can be analogized by comparing them with similar companies. ―2― The calculation of the share allotment ratio was based on the financial forecasts of the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc. provided by the Company and NTT, Inc. on a stand-alone basis (without taking into account the impact of the Overseas Business Integration) and the financial forecasts with the Company’s reasonable adjustments. The results of the calculation of the share allotment ratio by Yamada Consulting are as follows (The following calculation ranges of the share allotment ratio represent the calculation ranges of the allotment ratio of NTT, Inc. shares to be delivered to the Company as consideration for the Company’s assets subject to the Absorption-Type Company Split.). Method Comparable companies analysis DCF analysis Calculation Range for Share Allotment Ratio 0.80 – 1.51 0.78 – 1.70 Under the comparable companies analysis, the listed companies engaged in relatively similar businesses to the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc. are selected, and comparison was made as to the financial indicators of profitability, and calculation of the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc. was made by using the multiple of EBITDA to enterprise value. Under the DCF analysis, the values of the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc. shares were calculated by discounting the free cash flows expected to be generated in the second quarter of the Fiscal Year ended March 31, 2022 and thereafter to the present value using a certain discount rate, based on various factors such as earnings forecasts and investment plans based on the financial forecast as to the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc. and publicly available information. In calculating the share allotment ratio, Yamada Consulting assumed that the financial forecasts of the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc. were reasonably prepared based on the best forecasts and judgment currently available from the management of each company. Further, with respect to the financial forecast of NTT, Inc. with reasonable adjustments by the Company, it is also assumed that they have been reasonably re-assessed to reflect the currently available best estimates and good faith judgment of the Company. (iii) Expectation of Delisting and Reasons ThereofThe Company does not expect to be delisted due to the Absorption-Type Company Split.(iv) Measures to Ensure FairnessBoth of NTT and NTT, Inc. are currently parent companies of the Company, but upon the Distribution in Kind priorto the Absorption-Type Company Split, NTT, Inc. will no longer be a parent company of the Company, and NTT willnewly become a direct parent company of the Company. Considering that the Company and NTT, Inc. will have thesame direct parent company, the Company has determined that it is necessary to ensure fairness as the Absorption-Type Company Split is a transaction, etc. with the controlling shareholder. In light of this, we are implementing thefollowing measures to ensure fairness in the Absorption-Type Company Split.(A) Obtaining a Calculation Report from an Independent Third Party Financial AdvisorIn order for the Company to ensure the fairness of the allotment in the Absorption-Type Company Split, theCompany appointed MUMSS as third party financial advisor, requested a calculation of the number of shares tobe allotted in the Absorption-Type Company Split and obtained share allotment ratio calculation report. For anoutline of the calculation report, see “(B) Summary of Calculation” of “(ii) Matters Relating to Calculation” in“2) Basis for the Terms of the Allotment Under the Absorption-Type Company Split” above.(B) Advice from an Independent Legal AdvisorsThe Company has retained Nagashima Ohno & Tsunematsu, and Nakamura, Tsunoda & Matsumoto as legaladvisors in the Absorption-Type Company Split, with the Company receiving legal advice on various procedures related to the Absorption-Type Company Split, decision-making methods and decision-making processes, etc.―3― Nagashima Ohno & Tsunematsu, and Nakamura, Tsunoda & Matsumoto do not have any significant interests in (C) Obtaining Calculation Report and Fairness Opinion from Independent Third Party Financial Advisor by Specialthe Company, NTT, Inc. or NTT. CommitteeIn order to consider the Consulted Matters (as defined in (v) below) and ensure the fairness of the allotmentperformed in the course of the Absorption-Type Company Split, the Special Committee appointed YamadaConsulting as the Special Committee’s independent third party financial advisor, and requested YamadaConsulting to make calculations as to the number of shares to be allotted in the course of the Absorption-TypeCompany Split and obtained a share allotment ratio calculation report. Please refer to “(B) Summary ofCalculation” of “(ii) Matters Relating to Calculation” in “2) Basis for the Terms of the Allotment Under theAbsorption-Type Company Split” above for a summary of such calculation report.The Special Committee also received a fairness opinion dated May 2, 2022 (the “Fairness Opinion”) fromYamada Consulting stating that the consideration for the Absorption-Type Company Split (the “Absorption-Type Company Split Consideration”) and the acquisition price for the Additional Share Acquisition (the“Additional Share Acquisition Price”) are fair to the shareholders of the Company (excluding NTT, Inc. andNTT) from a financial point of view (Note). The Fairness Opinion was issued based on the results of thecalculation of the values of the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc.shares, which was conducted by Yamada Consulting after receiving disclosure regarding the current status andbusiness prospects, etc. of each of the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc. and explanations of such information from each of the Company and NTT, Inc., as well as question-and-answer sessions with the Special Committee, reviews of the business environment, economic, market andfinancial conditions of the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc., anda verification of the Fairness Opinion conducted by a committee independent of the engagement team at YamadaConsulting to the extent deemed necessary by Yamada Consulting.(Note) In preparing and submitting the Fairness Opinion and in calculating the share allotment ratio that forms the basis thereof, Yamada Consulting, in principle, used the information provided by the Company and NTT, Inc. and publicly available information as they are, assuming that all such materials and information, etc. used by it are accurate and complete and that there are no undisclosed facts that may have a material impact on its analysis, and has not independently verified the accuracy and completeness of such materials and information, etc. In addition, Yamada Consulting has not conducted its own evaluation or assessment of the assets and liabilities of the Company and its affiliates, and NTT, Inc. and its affiliates (including off-balance sheet assets, liabilities and other contingent liabilities), including analysis and evaluation of individual assets and liabilities, and has analyzed other information used as the basis for its consideration, subject to certain limitations. It is assumed that the financial forecasts of the Company’s assets subject to the Absorption-Type Company Split and NTT, Inc. used by Yamada Consulting as the basis for the Fairness Opinion have been reasonably prepared based on the best forecasts and judgments currently available from the respective management teams. Also, with respect to the financial forecasts of NTT, Inc. with reasonable adjustments by the Company, it is assumed that they have been reasonably re-assessed to reflect the best forecasts and good faith judgments currently available to the Company. In addition, Yamada Consulting does not guarantee their feasibility and expresses no opinion on the analyses or forecasts on which they were based or the assumptions on which they were based. The Fairness Opinion is an opinion expressed from a neutral third party perspective, with certain assumptions and qualifications already made, and does not guarantee any legal, tax or other treatment whatsoever. The Fairness Opinion expresses an opinion as of the date thereof as to whether the consideration for the Absorption-Type Company Split and the price for the Additional Share Acquisition are fair to the Company’s shareholders (excluding NTT, Inc. and NTT) from a financial point of view, based on the financial and capital markets, economic conditions and other conditions as of the date thereof and on the information available to ―4― Yamada Consulting as of the date thereof, and the contents of the Fairness Opinion may be affected by subsequent changes in circumstances. However, Yamada Consulting shall have no obligation to amend, modify or supplement the contents of the Fairness Opinion, even in such cases. Further, the Fairness Opinion does not lead to or suggest any opinion other than those expressly stated in the Fairness Opinion or with respect to any matter after the date of submission of the Fairness Opinion. The Fairness Opinion is limited to an opinion that the consideration for the Absorption-Type Company Split and the price for the Additional Share Acquisition are fair to, and not disadvantageous to, the shareholders of the Company (excluding NTT, Inc. and NTT) from a financial point of view, and is not a recommendation as to whether or not the Overseas Business Integration should be implemented or any action with respect to the Overseas Business Integration, and Yamada Consulting has not been asked by the Special Committee to express any opinion as to the fairness to, or any other consideration of, the holders of any class of securities, creditors or other stakeholders of the Company other than the holders of shares of common stock of the Company (excluding NTT, Inc. and NTT), or as to any other matters that should be considered with respect to such parties and does not express such opinion through the Fairness Opinion. Further, Yamada Consulting is aware that it is not authorized to solicit, and has not solicited, any third party in connection with the Absorption-Type Company Split and the Additional Share Acquisition or any other alternative transactions. Furthermore, Yamada Consulting expresses no opinion or view as to the relative merits of the Absorption-Type Company Split and the Additional Share Acquisition to any other alternative transactions. (v) Measures to Avoid Conflicts of InterestAs described in “(iv) Measures to Ensure Fairness” above, the Absorption-Type Company Split falls under a transaction, etc. with the controlling shareholder of the Company, and given that there is a structure in which conflicts of interestmay arise between the Company and NTT or NTT, Inc., the following measures are being implemented as measuresfor avoiding conflicts of interest.(A) Obtaining a Report from a Special Committee that has no Interest in the CompanyIn order to take care in making decisions regarding the Absorption-Type Company Split and the AdditionalShare Acquisition prior to deliberating and resolving whether or not to approve the Absorption-Type CompanySplit and the Additional Share Acquisition and for the purpose of taking care in its decision making for theAbsorption-Type Company Split and the Additional Share Acquisition to eliminate any possibility ofarbitrariness and conflicts of interest in the decision-making process of its Board of Directors and to ensure thefairness of the decision-making process, as well as to confirm there was no disadvantage to its minorityshareholders from the decision of its Board of Directors to carry out the Absorption-Type Company Split andthe Additional Share Acquisition, the Board of Directors established the Special Committee on September 22,2021 and consulted with the Special Committee on (a) the consideration and determination of whether theAbsorption-Type Company Split and the Additional Share Acquisition are justifiable as contributing to theenhancement of the Company’s corporate value, (b) the examination and determination, from the perspective ofprotecting the interests of the Company’s minority shareholders, of whether the appropriateness of thetransaction terms and the fairness of the negotiation process and other procedures are ensured with respect to theAbsorption-Type Company Split and the Additional Share Acquisition, (c) provision of its opinion to the Boardof Directors of the Company after consideration of whether the decisions of the Board of Directors on theAbsorption-Type Company Split and the Additional Share Acquisition would cause any disadvantage to theminority shareholders of the Company, (d) consideration of whether or not the Board of Directors of theCompany should decide to execute the Absorption-Type Company Split and the Additional Share Acquisitionbased on (a) through (c) above and making a recommendation to the Company’s Board of Directors (the“Consulted Matters”). The Company has elected Mr. Eiji Hirano, Ms. Mariko Fujii and Mr. Fumihiko Ike asmembers of the Special Committee from the beginning, and there is no fact that the Company has changed anyof the members of the Special Committee. Mr. Eiji Hirano was elected as the chairman of the Special Committee―5― by mutual vote among its members. Each member is to be paid a fixed amount of compensation for his/her services, regardless of the contents of the report. The Company has also resolved that the decision-making by the Board of Directors regarding the Absorption-Type Company Split and the Additional Share Acquisition shall be made with maximum respect for the opinions of the Special Committee, and that if the Special Committee determines that the terms of the Absorption-Type Company Split and the Additional Share Acquisition are not appropriate, the Board of Directors of the Company shall not decide to implement the Absorption-Type Company Split and the Additional Share Acquisition. Further, the Board of Directors of the Company has decided (a) to grant authority to the Special Committee to appoint its own advisors, in which case the reasonable costs of such advisors shall be borne by the Company, and (b) to ensure that the Special Committee is in a position to substantially influence the negotiation process regarding the terms and conditions of the transactions by, for example, reporting to the Special Committee in a timely manner on the status of negotiations, hearing the opinions of the Special Committee at important junctures and negotiating with the Special Committee in consideration of requests from the Special Committee, although the Board of Directors will conduct the negotiations regarding the Absorption-Type Company Split and the Additional Share Acquisition. The Special Committee, in addition to holding 20 meetings in total during the period from September 22, 2021 to May 2, 2022, carefully considered the Consulted Matters by collecting information and holding discussions from time to time as required. Specifically, the Special Committee first approved the appointment of MUMSS as the Company’s financial advisor, and Nagashima Ohno & Tsunematsu, and Nakamura, Tsunoda & Matsumoto as the Company’s legal advisors, after confirming that there were no problems with their independence and expertise. Also, the Special Committee has approved the review system at the Company as set out in “(B) Approval of all Directors (Including Audit and Supervisory Committee Members) who have no Interest in the Company” below, after confirming that there are no problems in terms of independence and fairness. In addition, after considering the independence and expertise and past performance of the candidates for multiple legal advisors and third party financial advisors, the Special Committee appointed TMI Associates as its independent legal advisor and Yamada Consulting as its independent financial advisor, both of which are independent of the Company, NTT, Inc. and NTT. Then, the Special Committee conducted hearings with the Company and NTT, Inc. regarding the purpose and reasons for the Absorption-Type Company Split and the Additional Share Acquisition, as well as the management policies, etc. after the implementation of the Absorption-Type Company Split and the Additional Share Acquisition. Also, the Special Committee held hearings with the Company’s officers regarding changes in the global business environment surrounding the Company, the management issues the Company faces in strengthening its global business competitiveness, the contents of the Company’s overseas business and NTT, Inc.’s business plan with reasonable adjustments made by the Company on which MUMSS and Yamada Consulting based their calculations of the share allotment ratio, and the contents of the Company’s proposals to NTT, etc. In addition, the Special Committee held hearings on the results of the financial, tax, legal and business due diligence of NTT, Inc. conducted by the Company. It should be noted that the Special Committee received explanations from the Company on the process of preparation and the contents of the business plan for the Company’s overseas business, and based on question-and-answer sessions, carefully deliberated the relevant matters, and unanimously confirmed by its members that the business plan is deemed to be reasonable. While, as described in “(B) Summary of Calculation” of “(ii) Matters Relating to Calculation” in “2) Basis for the Terms of the Allotment Under the Absorption-Type Company Split” and “(C) Obtaining Calculation Report and Fairness Opinion from Independent Third Party Financial Advisor by Special Committee” of “(iv) Measures to Ensure Fairness” above, MUMSS and Yamada Consulting made calculation of the value of the share allotment ratio, the Special Committee received explanations from MUMSS and Yamada Consulting on the calculation methods of the share allotment ratio used by each of them, the reasons for adopting such calculation methods, the details of the calculation based on each calculation method, and important assumptions, and after question-―6― and-answer sessions, as well as deliberations and considerations, and the Special Committee has confirmed the rationality of these matters. Further, as described in “(C) Obtaining Calculation Report and Fairness Opinion from Independent Third Party Financial Advisor by Special Committee” of “(iv) Measures to Ensure Fairness” above, the Special Committee received the Fairness Opinion from Yamada Consulting on May 2, 2022, and at that time, the Special Committee received explanations from Yamada Consulting regarding the contents of the Fairness Opinion and its material assumptions, and has confirmed the same. In addition to the foregoing, the Special Committee has been involved in the negotiation process between the Company and NTT with respect to the Absorption-Type Company Split and the Additional Share Acquisition by confirming the policies in advance, receiving reports from the Company on the background and details of such discussions and negotiations, etc., and providing its opinions, instructions and requests at important stages. Under such circumstances, the Special Committee, on the premise of each of the above explanations, advices from its advisors, calculation results (including the Fairness Opinion) and other materials for consideration, carefully deliberated and examined the Consulted Matters, and submitted to the Company’s Board of Directors a report dated May 6, 2022 to the effect that the Absorption-Type Company Split and the Additional Share Acquisition would not cause any disadvantages for the Company’s minority shareholders. (B) Approval of all Directors (Including Audit and Supervisory Committee Members) who have no Interest in theCompanyAll directors of the Company (including audit and supervisory committee members) excluding Takeshi Arimotoattended the Company’s Board of Directors meeting held today and all members in attendance deliberated onand resolved on the Overseas Business Integration, including the Absorption-Type Company Split. Of theCompany’s directors, Mr. Arimoto, who is also an employee of NTT, has, or is likely to have, a conflict ofinterest in relation to the Overseas Business Integration. Therefore, he did not participate in discussions andnegotiations in relation to the Overseas Business Integration, and did not participate in deliberations in relationto the Overseas Business Integration at the Company’s Board of Directors meeting detailed above.(2) Matters Concerning the Appropriateness of the Amount of Stated Capital and Reserves of the Succeeding Company in theAbsorption-Type Company SplitThe amounts by which NTT, Inc.’s capital and reserves shall increase as a result of the Absorption-Type Company Split will be such amounts as NTT, Inc. appropriately determines pursuant to the provisions of Article 37 and Article 38 of the Regulations on Corporate Accounting. This determination is to be made, pursuant to the laws and regulations, after comprehensive consideration and review of NTT, Inc.’s financial condition, capital policy and other various circumstances, and is considered appropriate. (3) Financial Statements, etc. of the Succeeding Company in the Absorption-Type Company Split for the Last Fiscal YearAs set forth in the attachment hereto (“Financial Statements, etc. of the Succeeding Company in the Absorption-Type Company Split for the Last Fiscal Year (From April 1, 2021 to March 31, 2022)”) (4) Disposition of Material Assets, Incurrence of Material Liabilities and Other Events That Materially Affect the Status of AssetsThat Occurred After the End of the Last Fiscal Year of the Succeeding Company in the Absorption-Type Company Spliti.NTT, Inc. acquired 11 shares of NTT Security Holdings Corporation through in-kind distribution by NTT Ltd.effective as of April 1, 2022, and transferred all such shares to NTT through in-kind distribution on the same date.ii.iii.NTT, Inc. decided to implement the Distribution in Kind by a resolution of the Board of Directors dated May 9, 2022. NTT, Inc. decided to implement a 49-for-1 share split of NTT, Inc. common stock, effective as of June 17, 2022, by aresolution of the Board of Directors dated May 9, 2022.iv.NTT, Inc. plans to transfer all of its shares or interests in Disruption, Global Sourcing and Venture Capital to NTT,Inc. by October 1, 2022, through in-kind distribution or otherwise.―7― (5) Disposition of Material Assets, Incurrence of Material Liabilities and Other Events That Materially Affect the Status of AssetsThat Occurred After the End of the Last Fiscal Year of the CompanyThe Company has resolved at the meeting of the Board of Directors held on May 9, 2022 to acquire additional shares equivalent to 4% of the shares of NTT, Inc. held by NTT for a total amount of 112 billion yen on the condition that the Absorption-Type Company Split becomes effective. ―8― Attachment Financial Statements, etc. of the Succeeding Company in the Absorption-Type Company Split for the Last Fiscal Year (From April 1, 2021 to March 31, 2022) [Attached] ―9― (English Translation)The 28th Business ReportNTT, Inc.(English Translation)Business Report(from 1 April 2021 to 31 March 2022)1. Status of the Business(1) Business progress and resultsIn the fiscal year ended 31 March 2022, the Company worked to strengthen its capability to provide services in growth areas such as data center business and managed services, as well as to expand and provide stable IT services such as digitalization proposals and system integration in response to market changes.The Company has determined that it will be difficult to achieve the purpose of for which NTT Disruption Group, a subsidiary of the Company, was established and decided to liquidate NTT Disruption Group, in accordance with, and the following the necessary procedures required by the applicable local laws and regulations. As part of the liquidation, the Company recorded an impairment loss of 6.45 billion yen at the end of the period.As a result, operating revenue was 133.3 billion yen, ordinary profit was 129.1 billion yen and net profit was 123.1 billion yen. The Company decided not to pay year-end dividend for the fiscal year ended 31 March 2022.Following the refinement of NTT Group’s Medium-Term Management Strategy “Your Value Partner 2025” announced in October 2021, the Company aim to contribute to the achievement of a sustainable society through the enhancing of our global business. To enhance the competitiveness in global business, we will enhance our digital consulting at One NTT. We will promote joint sales and marketing on the basis of the One NTT value proposition, including the launch of Smart City solutions in North America.(2) Capital investmentThe Company spent 0.72 billion yen on additional development of Smart World solution package (software). The book value of this asset group at the end of the period was 1.92 billion yen. The Company recorded an impairment loss of 1.10 billion yen due to the expected decline in the recoverability of the investment in this asset group. There were no other significant capital investments,retirements or sales of significant facilities during the period.(3) Transfer of businessesDuring the period, the Company transferred all shares of NTT Communications Corporation, a wholly owned subsidiary of the Company, to NTT DOCOMO, INC. through an absorption-type company split in order to strengthen NTT DOCOMO, INC.’s competitiveness and the growth of NTT ―1― (English Translation)Group as a whole.(4) Status of assets and incomeItem(FY2019)(FY2020)(Fiscal year under review)Period26th27th28thOperating revenue (million yen)Ordinary profit (million yen)Profit (million yen)Earnings per share (million yen)99,46693,783104,1451,640154,217150,884150,1712,328Total assets (million yen)1,483,4281,541,831Net Assets (million yen)1,482,6301,540,730(FY2021)133,277129,113123,1021,894992,457990,837Provision of NTT Group’s global business governance, strategy planning, and promotion of 2. Status of the Company(1) Principal businessbusiness initiatives.(2) Major officesHead Office: 5-1, Otemachi 1-chome, Chiyoda-ku, Tokyo(3) Status of employees (As of 31 March 2022)Number of EmployeesChange from previous year37+4(4) Status of sharesi.Number of authorized shares:200ii. Number of issued shares:iii. Number of shareholders:651iv. Major shareholder:Shareholder nameNumber of shares holdVoting rightsNippon Telegraph and Telephone Corporation65100%―2― (English Translation)(5) Status of principal parent company and subsidiaries (As of 31 March 2022)i.Relationship with the parent companyThe parent company of the Company is Nippon Telegraph and Telephone Corporation,which owns 100% of the Company.ii. Matters related to transactions with the parent companyThe Company conducts transactions such as business outsourcing with Nippon Telegraphand Telephone Corporation, the parent company of the Company. In conducting thesetransactions, the terms and conditions of such transactions and the method of determiningthem are the same as those applied to other business partners. The Board of Directors ofthe Company has comprehensively determined that these transactions are not detrimentalto the interests of the Company.iii. Principal subsidiariesCompanyInvestment ratioPrincipal Activities(%)NTT Data Corporation54.19%Provision of data communication system services NTT Ltd.100%Provision of IT services, communication services and network system servicesand internet-related services for corporationsglobal market such as digital technologyNTT Venture Capital, 99.39%Investments focused on high-growth areas in the L.P.Inc.NTT Global Sourcing, 100%Centralized price negotiations and the execution of comprehensive agreements with global vendors, etc.NTT Disruption 100%Collaboration with customers and proposal of Europe, S.L.U.innovative solutions utilizing cutting-edge technologiesNote: NTT Communications Corporation, of which the Company owned all shares, is excluded from the table above because it was transferred to NTT DOCOMO, INC. through an absorption-type company split on 1 January 2022.―3― (English Translation)(6) Directors and Company Auditors (As of 31 March 2022)NamePositionOrganizational ResponsibilitiesJun SawadaPresident and Representative DirectorChief Executive OfficerAkira ShimadaSenior Executive Vice President, Executive Tsunehisa OkunoSenior Executive Vice President, Executive Chief Operating OfficerTadao YanaseSenior Executive Vice President, Executive Chief Strategy OfficerHead of Corporate PlanningHead of Strategic AllianceDirectorDirectorDirectorHideaki OzakiDirectorLee Brandon Ming FuDirectorYo HonmaDirectorToru MaruokaDirectorAbhijit DubeyDirectorMarvin MouchawarDirectorVito MabruccoDirectorTakashi EnomotoFull-time Company AuditorTakao MaezawaCompany AuditorKanae TakahashiCompany Auditor(7) Matters regarding accounting auditorsName of accounting auditor: KPMG AZSA LLC 3. Content of resolutions concerning the development of systems to ensure the propriety of operations and outline of the state of operation of the systemThe Board of Directors made the resolution with respect to the “Basic Policy of the Internal Control Systems.” The contents of the resolution and outline of operations of the Systems are set out below.Basic Policy of the Internal Control SystemsI. Basic Concepts for the Development of Internal Control Systems1. NTT, Inc. shall develop a system of internal controls through taking measures for the prevention andminimization of losses, with the objectives of ensuring compliance with legal requirements, managingrisks, and achieving appropriate and efficient business operations.―4― (English Translation)2. NTT, Inc. shall establish internal control rules and frameworks. NTT, Inc. shall evaluate theeffectiveness of the internal control systems based on internal audits regarding high-risk mattersaffecting the entire NTT, Inc. Group, and shall make sure that necessary corrective measures andimprovements are implemented.3. NTT, Inc. shall follow the “Basic Policy of the Internal Control Systems” defined by NipponTelegraph and Telephone Corporation and shall take necessary measures.4. As a Chief Executive Officer, President shall be responsible for ensuring the development andoperation of the internal control systems.II. Development of the Internal Control Systems1. Systems to ensure that the performance of duties by Directors and employees conform with laws andregulations and NTT, Inc.’s Articles of IncorporationNTT, Inc. shall implement the following measures with the objective of ensuring that its business is conducted in compliance with laws and regulations and in accordance with high ethical standards:(1) NTT, Inc. shall establish the Employment Rules which require employees to adhere faithfullyto applicable laws, regulations, and official notices, and to devote all their efforts to theperformance of their duties so that business activities are appropriately and effectively carriedout.(2) NTT, Inc. shall adopt the NTT Group Corporate Ethics Charter defined by Nippon Telegraphand Telephone Corporation setting forth specific conduct guidelines concerning corporateethics for all NTT, Inc. Group Officers and employees.(3) NTT, Inc. shall use the Corporate Ethics Helpline set up by Nippon Telegraph and TelephoneCorporation in order to foster a more open corporate culture. Whistleblower reports may bemade on an anonymous or identified basis. NTT shall ensure that whistleblowers do not sufferdisadvantage as a result of using these helplines.(4) Corporate ethics training provided by Nippon Telegraph and Telephone Corporation shall beconducted as part of continuous educational activities for Officers and employees. In addition,by participating Nippon Telegraph and Telephone Corporation’s survey on awareness ofcorporate ethics, it shall check the effectiveness of these activities.2. Rules and other systems concerning business risk managementNTT, Inc. shall take the following measures to appropriately manage business risks:(1) NTT, Inc. shall establish the Risk Management Rules to prescribe fundamental rulesconcerning risk management and to promote appropriate and efficient business operations.(2)In order to address group-wide coordination of risk management, Nippon Telegraph andTelephone Corporation’s Business Risk Management Manual shall apply mutatis mutandis tothe practices of NTT, Inc. to focus on preventing and preparing for risks, and positioning NTT,Inc. Group to respond appropriately and rapidly as risks materialize.―5― (English Translation)3. Systems for ensuring that Directors efficiently perform their dutiesNTT, Inc. shall take the following measures to ensure that its business activities are managed efficientlythrough allocating responsibilities appropriately among Directors and maintaining an appropriateoversight structure to monitor such matters:(1) NTT, Inc. shall adopt the Organization Rules governing the functions and operations ofinternal organizational groups, and the Authority Matrix setting forth the allocation ofresponsibilities among the various organizational groups(2) NTT, Inc. shall adopt the Board of Directors Regulations governing the function andresponsibilities of the Board of Directors. In principle, the Board of Directors shall holdmeetings at least once every three months, and be responsible for decisions on importantmanagerial matters on the basis of applicable laws and regulations, business judgmentprinciples, and other considerations including the duty of care. Directors shall report regularly to the Board of Directors the status of implementation of their duties.(3) The Board of Directors shall include Outside Director(s) with independent perspectives toreinforce the oversight function for ensuring the impartial performance of duties.(4) As a holding company that oversees and coordinates NTT, Inc. Group, NTT, Inc. shallestablish committees as necessary for the purpose of considering and deciding importantmanagerial matters of NTT, Inc. and its group, with the objective of promoting efficient andeffective group management.operations of group companies.NTT, Inc. Group shall also establish a reporting structure for matters regarding business4. Systems for retaining and managing information related to the performance of duties of DirectorsNTT, Inc. shall adopt the following measures to facilitate appropriate and efficient conduct of businessactivities through appropriate management of information on the performance of duties by Directors:(1) NTT, Inc. shall adopt the Document Management Rules and the Rules for InformationSecurity Management to manage documents (including related materials and informationrecorded on electronic media; referred to as “Documents”) and other information properly.(2) Documents shall be retained for the periods required by law and/or as necessary for businessoperations.5. Systems for ensuring the propriety of the business activities of NTT, Inc. GroupNTT, Inc. shall ensure that transactions among NTT, Inc. Group companies and among NTT Groupcompanies are conducted appropriately and in compliance with laws and regulations, and that all groupcompanies adopt following measures to conduct their business operations appropriately and tocontribute to the growth and development of NTT, Inc. Group based on Nippon Telegraph andTelephone Corporation’s efforts to ensure the appropriate business operations:(1) Establishing a crisis communication system to notify the parent company,―6― (English Translation)(2) Conducting employee education and training to prevent fraud or misconduct,(3) Establishing systems for information security and protection of personal information,(4) Reporting regularly to the parent company on their financial condition, and(5) Accepting audits by the parent company’s internal audit division.6. Employees who assist Company Auditors in the performance of their duties and the independence ofthose employees from DirectorsNTT, Inc. shall adopt the following measures with respect to employees who assist Company Auditorsin the performance of their duties to ensure the effective performance of audits by Company Auditors: (1)In cases Company Auditors request the assignment of staffs to assist them, NTT, Inc. shallassign such personnel who performs their responsibilities at the instruction and direction ofCompany Auditors.(2)In cases such personnel is assigned to support Company Auditors, evaluations of suchpersonnel shall be made with due regard for the opinions of Company Auditors.7. Systems for reporting to Company Auditors by Directors and employees and systems for ensuringeffective implementation of audits by Company AuditorsTo ensure that audits by Company Auditors are carried out effectively, NTT, Inc. shall adopt the following measures concerning reporting to Company Auditors by Directors and employees with regard to important matters relating to the performance of their duties: (1) Directors and other personnel report the following matters concerning the performance oftheir duties:a) Matters that cause or may cause substantial damage to NTT;b) Monthly financial reports;c) Results of internal audits;Incorporation;e) Whistleblowing;d) Matters that pose a risk of violation of laws and regulations or the Articles off) Material matters reported by group companies; andg) Other material compliance matters.(2) Representative Director(s), Accounting Auditor(s), and employees in charge of internal auditactivities shall report to and exchange ideas and opinions with Company Auditors periodicallyor as needed upon request from Company Auditors.(3) Company Auditors have the right to attend meetings of the Board of Directors and otherimportant meetings.(4) Company Auditors may contract independently with and seek advice from external expertswith respect to the performance of audit operations.(5) Company Auditors may request prepayment or reimbursement of expenses incurred in the―7― (English Translation)execution of their duties. NTT, Inc. shall provide prepayment or reimbursement upon such requests.Outline of operations of the Internal Control SystemsThe Company has developed and operated internal control systems in accordance with the “Basic Policy of the Internal Control Systems,” which was resolved at a meeting of the Board of Directors.Regular meetings of the Board of Directors were held once a quarter, in principle, to report and make decisions on various management issues, including measures to strengthen competitiveness in order to achieve management targets.Group management and employee training on compliance are appropriately coordinated and shared based on the internal control systems developed and operated by Nippon Telegraph and Telephone Corporation. In addition, we conduct internal audits jointly with the Internal Control Office of Nippon Telegraph and Telephone Corporation to verify the development and operation of internal controls and strive to maintain and improve the internal control systems.The Directors of the Company report important matters related to business execution to Company Auditors as appropriate through meetings of the Board of Directors and meetings to exchange opinions. In addition to audits based on laws and regulations, each Company Auditor attends meetings of the Board of Directors and visits and exchanges opinions with Group companies to confirm the status of initiatives based on strengthening competitiveness by strengthening governance. –END OF REPORT–―8― Supplementary Schedules (Business Report) (April 1, 2021 to March 31, 2022) There are no significant matters to supplement the content of the 28th business report. (English Translation) NTT, Inc. Financial Statements ‐ 28th Business Term(English Translation) From 1 April 2021To 31 March 2022NTT, Inc.Balance sheetStatement of IncomeStatement of Changes in EquityNotes to Financial Statements(English Translation) Balance SheetAs of 31 March 2022DescriptionAmountDescriptionAmount(Unit: million of yen)( ASSETS )( LIABILITIES )Current Assets75,317 Current LiabilitiesCash and depositsAccounts receivable‐tradeAccounts receivable‐otherDeposit to subsidiaries and associatesOtherAccounts payable ‐ otherAccrued expensesIncome taxes payable77432425,07349,1443Non‐current LiabilitiesProvision for retirement benefitsProvision for stock benefitsTotal Liabilities1,621( NET ASSETS ) Non‐current assets917,141 Shareholder’s equity  Property, plant and equipmentTools, furniture and equipment  Intangible assetsSoftware2727825825Share capitalCapital surplus  Legal Capital reserves  Other capital surplus  Investments and other assets916,289Retained earningsInvestments in subsidiaries and associates904,106  Other retained earningsInvestments in other securities of subsidiaries and associates10,099    Retained earnings brought forwardDeferred tax assetsOther2,06023Total Assets992,457Total Liabilities and Net AssetsTotal Net AssetsNote: Amounts are rounded to the nearest million yen.1,5941,190137267271315990,837340,051527,68485,013442,671123,102123,102123,102990,837992,457―1― (English Translation) Statement of IncomeFrom 1 April 2021To 31 March 2022DescriptionAmount(Unit: million yen)Cost of global business operation521Operating revenueDividend incomeRevenues from group managementRevenues from global business operationSelling, general and administrative expensesOperating costGross profitOperating profitNon‐operating incomeInterest incomeForeign exchange gainsOtherNon‐operating expensesOtherOrdinary profitExtraordinary lossImpairment lossesProfit before income taxesIncome taxes ‐ currentIncome taxes ‐ deferredProfitLoss on investments in partnershipImpairment loss on the share of subsidiaries and associatesNote: Amounts are rounded to the nearest million yen.―2― 130,0972,26092050357101,1206,4501,096572(2,107)133,277521132,7562,931129,8254081,120129,1137,546121,567(1,535)123,102(English Translation) Statement of Changes in EquityFor the period from 1 April 2021 to 31 March 2022Shareholders’ equityValuation and translation adjustmentsCapital surplusRetained earningsShare capitalLegal capital surplusOther capital surplusTotal capital surplusOther retained earningsRetained earnings brought forwardTotal retained earningsTotal shareholder equityValuation difference on available‐for‐sale securitiesValuation difference on available‐for‐sale securitiesBalance at the beginning754,712193,169442,671635,840150,171150,1711,540,723771,540,730Transfers among shareholder equity(414,661)(108,157)522,817414,661‐ Dividends from surplus(150,171)(150,171)(150,171)(522,817)(522,817)(522,817)123,102123,102123,102Changes during the fiscal yearDecrease by absorption‐type company splitProfitNet changes in items other than shaholders’ equityTotal changes during the fiscal year(414,661)(108,157)‐ (108,157)(27,069)(27,069)(549,887)Balance at the end340,05185,013442,671527,684123,102123,102990,837Note: Amounts are rounded to the nearest million yen.―3― (Unit: million yen)Total net assets‐ (150,171)(522,817)123,102(7)(549,894)990,837(7)(7)‐ (7)(7)‐ (English Translation) Notes to Financial Statements (translation) From 1 April 2021 to 31 March 2022 Notes Regarding Significant Accounting Policies 1. Basis and method of valuation for assets(1) Basis and method of valuation for securitiesi) Subsidiaries and associates Moving average cost method ii) Available-for-sale securities a) Securities other than securities without fair market value Fair value method based upon a market value at the end of the period (with the entire amount of valuation differences inserted directly into net assets, and the cost of sales calculated using the moving average method) b) Securities without fair market valueMoving average cost method Investment in investment limited partnerships and similar partnerships (those considered as securities under Article 2, Paragraph 2 of the Financial Instruments and Exchange Act) are stated at the net amount equivalent to equity based on the most recently available financial statement in accordance with the reporting date set forth in the partnership agreement.(2) Basis and method of valuation for inventories The value of work in process is stated at cost based on the specific identification method. (with amount shown on balance sheet writtendown as profitability declines) 2. Depreciation method for non-current assets (1) Property, plant and equipment (excluding leased assets) Straight-line method (2) Intangible assets (excluding leased assets) Straight-line method is applied. Software for internal use is amortized using the straight-line method over the internal use period (within 5 years).(3) Leased assets Leased assets related to finance lease transactions with the right of ownership not transferredThe straight-line method is applied using the lease term as service life and the actual residual value as a residual value.3. Recognition for provisions (1) Provision for retirement benefits To make allowances for the payment of retirement benefits to employees, it is recorded based on the amount of projected retirementbenefit liabilities and pension assets at the end of the fiscal year ended 31 March 2022. i) Method for attributing the expected amount of retirement benefits to the periodWhen calculating the retirement benefit liabilities, the method for attributing expected benefit payments for the period to the fiscalyear ended 31 March 2022 is as per the benefit formula basis. ii) Method of amortizing actuarial gains and losses and past service costs Past service costs are recorded as expenses using the straight-line method over the number of years based on the average remaining service period of employees at the time the expense is incurred. Actuarial gains and losses are amortized over the year of the average remaining service period of employees at the time, from the following fiscal year using the straight-line method. (2) Provision for stock benefits To make provision for the payment of stock benefits to Directors and Senior Vice President in accordance with Rules on Stock Benefits, it is recorded based on the amount of projected stock benefit liabilities at the end of the fiscal year ended 31 March 2022. 4. Recognition of revenue and expensesThe Company recognizes revenues for promised goods or services at the time control over them is transferred to the customer, at the amount expected to be received in exchange for such goods or services. The Company’s primary revenue stream from contracts with customers is revenues from global business operation. The Companyprovides support and advisory services to NTT Group in the formulation of global business strategies and reorganization of group companies and has a contract with Nippon Telegraph and Telephone Corporation, the parent company of the Company, to provide the results of such formulation and other services on an ongoing basis. The contract identifies the provision of comprehensive services to Nippon Telegraph and Telephone Corporation as a performance obligation. This performance obligation is recognized as revenue when the delivery is completed as an obligation to be satisfied at a point in time. (Additional information) The “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, 31 March 2020) and others were applied from thebeginning of the fiscal year ended 31 March 2022, but this change had no significant impact on the financial statements for the fiscal year ended 31 March 2022. 5. Other basic policies and important items for the preparation of financial statements (1) Application of consolidated tax payment systemThe consolidated tax payment system is applied. ―4― (English Translation) (2) Application of tax effect accounting related to the transition from the consolidated taxation system to the group tax sharing system The Company does not apply the provisions in Paragraph 44 of the Implementation Guidance on Tax Effect Accounting (CorporateAccounting Standards Application Guidelines No. 28, 16 February 2018) according to the treatment in Paragraph 3 of the PracticalSolution on the Treatment of Tax Effect Accounting for the Transition from the Consolidated Taxation System to the Group TaxSharing System (Practical Solution No. 39, 31 March 2020) for items for which the stand-alone tax system was revised in conjunction with the transition to the group tax sharing system established in the Act for Partial Amendment of the Income Tax Act, etc. (Act No. 8 of 2020) and the transition to the group tax sharing system, and the amounts of deferred tax assets and deferred tax liabilities arebased on the provisions of the tax law before the revision. Effective from the beginning of the fiscal year ended 31 March 2023, the Company plans to apply the “Practical Solution onAccounting and Disclosure Under the Group Tax Sharing System” (Practical Solution No. 42, 12 August 2021), which provides foraccounting treatment and disclosure of income taxes, local taxes and tax effect accounting when applying the group tax sharing system. Notes Regarding Changes in Presentation (Application of “Accounting Standard for Fair Value Measurement”, etc.) The “Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30, 4 July 2019), etc. is applied from the fiscal year ended 31 March 2022 and a part of the presentation in the notes regarding financial instruments have been changed. Notes Regarding Accounting Estimates Items for which accounting estimates were included in the financial statements for the fiscal year ended 31 March 2022 and that may have a significant impact on the financial statements for subsequent fiscal years are as follows. Investments in subsidiaries and associates (NTT Ltd.) 894,786 million yen Notes to Balance Sheet 1. Accumulated DepreciationAccumulated depreciation of tools, furniture, and equipment 2 million yen 2. Monetary Claims and Obligations to Subsidiaries and Associates (excluding items presented separately)Short-term monetary claims Short-term monetary obligations 25,343 million yen838 million yenNotes to Statement of Income 1. Amount of transactions with subsidiaries and associates Amount of transactions from operating transactions Operating revenue Operating expenses Amount of transaction from non-operating transaction133,142 million yen 1,263 million yen 45 million yen 2. Loss on valuation of shares of subsidiaries is related to the impairment on the investment in NTT Disruption Europe, S.L.U.3. Impairment loss An impairment loss related to software of Smart Solution business is recorded in the fiscal year ended 31 March 2022. (1) Background The carrying amount of the assets was reduced to the recoverable amount due to its profitability of Smart Solution business, which remained low and the recovery was not expected in the future. The reduced amount is recorded as an impairment loss. (2) The amount of impairment loss Software (3) Method of grouping In principle, the Company groups its assets by business as cash flow-generating units. (4) Method of calculation of the recoverable amount The recoverable amount of the asset group is measured by value in use, and the discount rate used for measurement is 10%. 1,096 million yenNotes to Statement of Changes in Equity 1. Number of issued shares as of the end of the fiscal year ended 31 March 2022 Ordinary shares 652. Matters regarding dividends during the fiscal year ended 31 March 2022 (1) The ordinary general meeting of shareholders made the following resolutions on 18 June 2021. Total amount of dividends Source of dividends Dividend per share Record date Effective date 150,171 million yen Retained earnings 2,310 million yen 31 March 2021 22 June 2021 3. Among dividends with a record date that falls under the fiscal year ended 31 March 2022, for those with an effective date in thesubsequent period There are no relevant items as the Company decided not to pay year-end dividend for the fiscal year ended 31 March 2022. Notes Regarding Tax Effect Accounting The main causes

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