Financial Results

Third Quarter of the Fiscal Year Ending March 31, 2020 （April 1, 2019~December 31, 2019）

February 13, 2020 IR Japan Holdings, Ltd. (6035) This presentation is made by IR Japan Holdings, Ltd. (hereinafter, “the Company”) solely for the disclosure of the financial statements, and not published for the purpose of soliciting sales or purchases of securities in Japan, United States, and any other regions. In addition, the Company makes no representation or guarantee of the integrity and accuracy of the presentation which is based on assumption of integrity and accuracy of information from third parties,. Information on this presentation may be amended or deleted without prior notice. Use of the presentation and its contents by any third party without the Company’s prior written consent is strictly forbidden.

Statements in this presentation about future financial results are forward-looking. These statements are based on the assumptions and beliefs of the Company’s management in light of the information currently available. Therefore, the statements are subject to change due to the influence of various risks and uncertainties. Actual financial results may differ greatly from the forecasts which are explicitly and implicitly expressed in these statements. Accordingly, the Company advises against relying on these forward-looking statements. The Company assumes no obligation to revise the forward-looking statements contained herein, whether as a result of new information, future events or other discoveries.

2 １．Financial Results of The Three Quarters of Fiscal Year 2020

3 Financial Highlights of The Three Quarters of FY 2020

An increase in sales and profit led to record year-on-year results for sales and each measure of profit for the same consolidated period.

The Three Quarters of The Three Quarters of FY2020 Consolidated FY2019 Consolidated （April 2019 – December 2019） (April 2018-December 2018)

Change Change from Amount Amount （Millions of Previous Period （Millions of Yen）（Millions of Yen） Yen）（%）

Net Sales 5,098 1,377 37.0 3,720

Operating Profit 2,318 1,179 103.7 1,138

Ordinary Profit 2,315 1,160 100.6 1,154

Profit attributable to owners of 1,592 805 102.4 786 parent company ※ （Reference） 2,485 1,151 86.4 1,333 ※EBITDAEBITDA：経常利益＋支払利息＋減価償却費

※ EBITDA：経常利益+支払利息+減価償却費 4 The Three Quarters of FY 2020: Sales by Service

The Three Quarters of FY2020 Consolidated The Three Quarters of （April 2019 – December 2019） FY2019 Consolidated (April 2018-December 2018)

Change from Amount Change Amount Previous Period （Millions of Yen）（Millions of Yen）（％）（Millions of Yen）

IR・SR Consulting 4,515 88.6 47.1 3,069

Disclosure Consulting 443 8.7 ▲12.4 505

Databases and Others 139 2,7 ▲4.2 145

5 The Three Quarters of FY 2020: Cost Breakdown

Investment in basic infrastructure such as offices, systems, and AI have been completed. Moving forward, we will prioritize investing in human

capital to rapidly increase efforts to secure outstanding talent. （Millions of Yen） The Three Quarters of The Three Quarters of Breakdown Item FY2020 Consolidated FY2019 Consolidated Change （April 2019―Dec 2019）（April 2018―Dec 2018） Variable Costs Outsourcing Costs 447 358 89 (Cost of Sales)

Fixed Costs (SG&A) Labor Cost 1,272 1,230 42

Depreciation Cost 169 178 ▲9

Office Rent 278 278 0

Other Costs 611 534 77 (IT related ,etc.)

Total Total: Fixed + Variable 2,779 2,582 197 Cost of Sales + SG&A

6 The Three Quarters of FY2020: Financial Highlights

Our core business of SR advisory, including shareholder identification and proxy research, was fruitful as both existing and new clientele expanded

The steady progress of completion of contracted, large-scale PA・FA projects by the investment banking division has been appropriated to our sales and profit

There was an increase in large-scale project orders such as major PA・FA projects regarding hostile TOB as well as major projects supporting companies in response to activist shareholder proposals.

7 Progress of Major Projects

Trend in Sales (Scheduled) of Major Projects*※as of the disclosure of October 31, 2019 (Millions of Yen） First Half Second Half Whole Financial Year Number of Number of Number of Amount Amount Amount Projects Projects Projects FY 2019 5 457 2 133 7 589

FY 2020 7 702 9 1,058 16 1,759

Change 2 245 7 925 9 1,170 *Projects with Sales over 50 million yen

Sales (Scheduled) by Type of Project, Major Projects ※as of the disclosure of October 31, 2019 Sales Amount Types of Projects (Millions of Yen) PA・FA for Contest for Corporate Control 794 PA・FA for Activist Response 765 FA related to MBO 100 Other large-scale SR 100 Total 1,759 Existing Projects: Projects that will finish during fiscal year FY2020. (Included in the full-year result forecast). Additionally, large projects in the pipeline that have not been closed are not included in this forecast. As of now, we have contracted 4 more large-scale projects (approximately 550 million yen’s worth)

8 Large-Scale Project Pipeline (Currently in Progress)＊

Project Client Contract Transaction Details

TOB Listed Company (Market Cap. Over 100 bill. Yen) FA Hostile TOB

SR, Governance, M&A, Shareholder Activist Response Listed Company (Market Cap. Over 500 bill. Yen) FA・PA Return

Activist Response Listed Company (Market Cap. Over 500 bill. Yen) FA Business Strategy, M&A

Business Strategy, Executive Activist Response Listed Company (Market Cap. Over 500 bill. Yen) PA Compensation , Governance

Business Strategy, Shareholder Return, Activist Response Listed Company (Market Cap. Over 100 bill. Yen) FA・PA TOB

Activist Response Listed Company (Market Cap. Over 50 bill. Yen) FA・PA TOB, Secure Proxy Votes

Proxy Contest Listed Company (Market Cap. Over 100 bill. Yen) PA Proxy Contest, Secure Proxy Votes

Proxy Contest Listed Company (Market Cap. Over 50 bill. Yen) PA Proxy Contest, Secure Proxy Votes

Capital Alliance Listed Company (Market Cap. Over 50 bill. Yen) FA Placement Agent

MBO Listed Company (Market Cap. Over 10 bill. Yen) FA Draft and Implement MBO Scheme

M＆A Unlisted Company FA M&A Support ＊The contracted projects above have been booked at the end of FY2019 or will be booked at the end of FY2020.

9 Expansion of IR Japan’s PA・FA Business

IR Japan’s PA・FA Businesses: Activist Response・Hostile TOB・Proxy Contests

IR Japan’s PA・FA Activists Financial Advisor Hostile Corporates

• Completely independent • Providing financial solutions from our Shareholder Proposals Hostile TOBs leading group of experts (legal, financial, Proxy Fights accounting, governance) to secure & improve the common interests of Common Common Interest of shareholders. Interest of Shareholders Shareholders Listed • Overseas Institutional Shareholders Power of Equity Companies • Domestic Institutional Shareholders Proxy Advisor (＝Clients) • Individual Shareholders Protect Minority Overwhelming record of achievement for activist response • Shareholders • Accurate understanding of the influence of beneficial shareholders, proxy officers, and proxy advisory firms • Securing proxies (corporate control) • Overwhelming record of achievement in proxy contests • Over 20 years of engagement with institutional investors

Solutions that thoroughly comply with our clients’ needs

10 Future demand for PA・FA Business

Independent investment banks are increasing their share of the global M&A market. Market Share of Independent Investment Banks in the Global M&A Market

(Billions of U.S. Dollars) 30 50%

25 40%

30%

20% 10

10% 5

0 0% 2009 2012 2015 2018

Boutique investment banks Investment banks Share of boutique investment banks Data Source: Amassed by IR Japan based on Dialogic Corp.’s data

11 Activist Activity in Japan

Trend in Activist Funds Active in Japan

Western Activists 35 Asian Activists Domestic Activists 24

20 17

13 12 10 9 7 7 7 5 5 3 3 1 2 2 8 5 6 3 3 3

2014 2015 2016 2017 2018 Dec-19

Data Source: Amassed by IR Japan 【Defining the Number of Funds】

The funds included are those that have domestic and overseas activist achievements, as well as have Japanese investments.

Funds are not included if they had not started activism while they were already investing in Japan.

(※ Include submitting shareholder proposal, announcing letter/campaign site, making public demands through the media, etc.)

12 Recent Activist Campaigns in Japan

Proposal Time Fund Name Targeted Company Details of Demands Period Demanded the sale of of the semiconductor department and cross-shareholdings (established Third Point Sony 2019/6 campaign site) Bandai Namco RMB Capital 2019/11 Pressured the firm to increase the TOB price for Sotsu (media announcement) HD Asset Value Teikoku Sen-I 2019/11 Demanding sale of cross-shareholdings (media announcement) Investors Asset Value TBS HD 2019/11 Demanding sale of cross-shareholdings (media announcement) Investors Proposed the sale of low-profit businesses/productivity improvements, appointment of an Oasis Sanken Electric 2019/11 outside director with expert knowledge and strengthening of policies such as performance- Management linked compensation（established a campaign site） Oasis Proposed business management improvements, the sale of non-core assets, revision of Tokyo Dome 2019/12 Management executive compensation and board structure, etc.（established campaign site） Reno Request for Convocation of Extraordinary Shareholders Meeting in order to dismiss the board of (former Leopalace21 2019/12 directors and appoint 3 directors (submitted a shareholder proposal) Murakami fund) Proposed a revision of board and audit structures, the sale of cross-shareholdings, abolishment Keihanshin Strategic Capital 2019/12 of shareholder incentives, sale of real estate holdings or introduction of REIT, etc.（established Building campaign site） Office Support Toshiba Hostile TOB（takeover bid） (former 2020/1 Machine Request for Convocation of Extraordinary Shareholders Meeting Murakami fund) Oasis Request for Convocation of Extraordinary Shareholders Meeting Sun Corporation 2020/1 Management (Dismissal of 4 Directors, Appointment of 5 Directors) Elliott Demanded the company conduct a share buyback and increase the number of outside directors SoftBank Group 2020/2 Management (media announcement) Demanded the company put itself up for sale as well as planned other shareholder proposals to RMB Capital Sanyo Shokai 2020/2 be submitted at the AGM (media announcement) 13 Recent Changes to the Foreign Exchange and Foreign Trade Act (FEFTA)

 On November 22, 2019, the Japanese parliament passed an amendment to the Foreign Exchange and Foreign Trade Act to strengthen regulations regarding inbound foreign investments into Japanese companies with significance to national security. The amendment is expected to put into operation in 2020. ＜Points of the Amendment＞

 Lowers the threshold for investments subject to pre-filing requirements from 10% to 1% in certain business sectors relating to national security  To prevent the exportation of technological know how related to national security and the loss of material business, the amendment added requirements such as “appointment of directors” and “transfer or abolishment of a material business” as proposals that will be flagged in the pre-filing process  Exempt investors must report director appointment and business transfer proposals after the acquisition of shares

The Japanese government has made it clear that shareholder proposals for the appointment of directors and the transfer of business can still be submitted following filing. The Q&A section of the announcement made it clear that the amendment is not targeting activists. The announcement also made it clear that the revision is not aimed to restrict shareholder rights or hinder the strengthening of corporate governance.

14 Japanese Companies with High Potential Risk of Activism

There are approximately 600 Japanese companies※ that have the potential to be targeted by activists. ※Companies with a risk quotient hire than 60 as measured by our AI

Activist Analytics Risk Quotient and Number of Companies Japanese Companies with adjusted PBR* below 1

(companies) n=3,875 companies n=3,875 companies 625

companies Adjusted PBR* <1

1,809 companies

Approx. 46.7%

＊Adjusted PBR: The ratio reached by adding the value of investment securities and unrealized gains (the difference between market and book value of real estate and companies related) to total asset value and dividing this by market capitalization.

15 Accelerating Western-style Hostile M&A in Japan The long-established cultural resistance towards hostile takeovers and proxy contests as tools of M&A has been swept away and such measures are happening daily.

Contest for CorporateControl Kokuyo bidding for Pentel’s shares

TOB TOB of Maeda Road Construction by Maeda Corporation

TOB TOB of Toshiba Machine by City Index Eleventh

TOB TOB of Unizo by Fortress

TOB TOB of NuFlare Technology by Hoya

16 Accelerating Western Style M&A (Hostile TOBs)

Among global markets, Japan is second only to the United States with Approximately 3,700 listed companies.

Toronto Stock Exchange London （TSX） Stock Exchange Approx. （LSE） Japan 3,400 Companies Approx. 2,100 Exchange Group Companies （JPX） Approx. 3,700 United States Market Companies （NYSE+NASDAQ） Hong Kong Approx. Stock Exchange （HKEX） 5,400 Companies Approx. Singapore 2,300 CompaniesStock Exchange （SGX） Approx. 750 Companies

Australia Stock Exchange Approx. 2,100 Companies

Data Source: Amassed by IR Japan through each stock exchange website

17 Our Client Base for the PA・FA Business (SR Business) Our existing client base expanded and we acquired new clients due to successful consulting in a wide variety of areas and our original know-how. Our Client Base

Proxy Financial Advisory Advisory

SRSR AdvisoryAdvisory

Original AI/Global Research System

18 IR Japan’s Strength: Japan’s One and only PA・FA Business Our golden rule is to protect minority shareholders and promote the common interests of all shareholders. We are moving forward with our unique equity consulting model using our overwhelming achievements consolidated in PA・FA.  Creation and Implementation of Strategies for Proxy Contests  Convocation and Response to Extraordinary Shareholder Meetings  Collection and Tabulation of Proxy Votes  Response to Hostile TOB  Buyout of Company Shares by TOB  TOB Compliance Simulation  Placement Agent（for Third Party Allocations）  Drafting of All Strategies and Execution of M&A

19 Analysis of Empirical Data for Our Unique PA/FA

Domestic & Overseas Proxy contacts are @ Global Total 6,000 Approx. people We continue to grow Original AI 10,000 our global proxy cases contacts and Contant logging of activist investments and Global activities

 Investment records of institutional Research investors to each companies System • Over 20 years of Significant Shareholder Report data etc

 Institutional Shareholder’s Proxy Voting Results Data Our AI, Consultants, Attorneys & • Over 10 years of proxy voting results Accountants analyze characteristics of companies targeted by activists to  Engagements with Proxy Contacts provide a one-and-only solution ・Over 20 years gathering information

20 Field Power of Equity and Market Size

SR M&A IR （Shareholders Relations） Shareholder Support （Mergers and Acquisitions）（Investor Relations） Corporate Acquisition Investor Support SR Market in the wide sense: 100 billion yen M&A Market: 600 billion yen IR Market in the wide ◆Transfer Agency ◆M&A Commission sense: 45 billion yen ◆Shareholder Meeting-related support ・Prior voting result-simulation Main Players ◆Institutional disclosure | FIEA-related business Nomura Securities/Mizuho FG/Goldman Sachs ・Action plan to pass shareholder ◆Voluntary disclosure | meeting proposals Daiwa Securities/JP Morgan/MUMSS/ Mitsui ・Shareholder communication, disclosure ・Proxy voting result analysis Sumitomo FG magazine, English IR materials, etc. GCA/Japan M&A Center/M&A Capital ◆Shareholder identification consulting ◆Total IR Support | Strike ・Information Session, conference, meeting… Main Players Data Source: Main Players ∎ M&A market scale is calculated based on the Mitsubishi UFJ Trust/ Mitsui hypothesis of the commission rate is 2% of Pronexus／Takara Printing Sumitomo Trust/ Mizuho Trust 2018 Japanese Corporate-related M&A cost Nomura IR／Daiwa IR／Nikko IR Legal Sector (approx. 30 trillion yen) from the MARR Japan IR and Investor Support／Japan Legal Services statistics. Shareholder Services LA Market: 200 billion yen Equity Consulting Market ◆Business Law (Companies Act, FIEA, etc.) support ◆Corporate Governance Total about 1,000 billion yen Main Players Anderson Mori & Tomotsune Law Firm Nagashima Ohno & Tsunematsu Law Firm Data Source： ∎ TA’s numbers are calculated based on most recent commission income and gross business profit. IR and Nishimura & Asahi Law Firm securities certificate printing companies’ data are calculated based off their most recent sales. Mori Hamada & Matsumoto Law Firm

Data Source： TMI Associates ∎ Calculated based on Japan IR Association’s IR activity research “Average annual cost of IR activity” and recent sales of securities certificate printing and IR companies. The main players’ sales are taken from each companies most recent financial statements.

21 Examples of MBO Support Projects

MBO Support for Mamezou HD MBO Support for Odelic Company Mamezou Holdings Co., Ltd. Company Odelic Co., Ltd.

Announcement January 30, 2020 Announcement February 4, 2020

System Creation・Development Support Manufacture・Sale of household lighting Business Business Consulting equipment K2TOP Holdings Corporation Amase Create Co., Ltd. Purchaser Purchaser （100％ integral investment）（Founding Family）

Transaction K2TOP HD acquired shares via TOB and • Amase Create (the founding family) acquired • Transaction Details conducted the privatization via an MBO. Details shares through TOB and conducted the privatization via a MBO. • Supported the targeted company as the Support • Supported the purchasing side (founding financial advisor regarding the MBO Support Details family) as the financial advisor regarding the transaction Details MBO transaction

IRJ Mamezou HD （Company FA) Odelic

株式株式譲渡譲渡 Cash Cash K2TOP Shareholder Shareholder IRJ Amase Create Holdings （Purchaser FA) Share Share Transfer Transfer

22 Transfer Agency Business

The number of client companies contracted is 80, and the number of shareholders we administrate is 346,733. (as of January 30, 2020) Our marketing strategy differs from traditional Transfer Agencies as we focus on defending companies against activist ・ hostile TOBs. Trend in Number of Contracts since FY2018

Number of Clients with Confirmed Orders

Number of Shareholders on the Shareholder Registry 359,983 361,586 80 333,382 348,318 354,784 346,733 315,132 288,528 265,807 60 262,291 242,875

40 80 80 80 80 76 77 60 69 52 48 49 20

0 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q

FY2018 FY2019 FY2020

23 ２．Results Forecast & Shareholder Return

24 Forecast of Financial Results (as of January 31, 2020)

In addition to the SR Consulting business, there was an increase in large-scale contracts for projects in the investment banking division’s PA・FA business supporting firms’ contests for control and responses to activism. This lead to an upward revision of forecasts for net sales and each profit category.

Forecast of this Quarter Previous Forecast Previous Results （FY2020） (As of October 31, 2019）（FY2019）

Amount Change from Change from Amount Change from Amount Change from Last Period Last Period Last Period Last Period （Mill. Of Yen）（Mill. Of Yen）（Mill. Of Yen）（Mill. Of Yen） (％) (％) (％)

Net Sales 7,100 2,272 47.1 6,500 34.6 4,827 16.8

Operating Profit 3,210 1,775 123.8 2,600 81.3 1,434 24.0

Ordinary Profit 3,210 1,762 121.7 2,600 79.6 1,447 25.1

Profit attributable to owners of parent 2,180 1,203 123.2 1,750 79.1 976 18.9 company

25 期別売上高と当期予想 Trend and Forecast of Quarterly Sales

1Q 2Q 3Q 4Q Millions of Yen 7,100 (Forecast) 7000

6000 4,827 5000 4,134 3,837 1,107 1,699 4000 3,470 ＋20％ 3,210 ＋2％ 923 ＋2％ +47% ＋31％ 909 887 ＋22％ 1,160 3000 ＋13％ 676 949 1,230 ＋5％＋1％ 843 ＋5％ 791 801 2000 ＋6％ 1,173 ＋29％ ▲12％＋13％ 862 1,111 869 766 1000 2,169 ＋20％＋20％ 1,387 ＋56％＋31％ 1,223 ▲6％ 1,151 873 1,015 0 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY2020

26 Trend and Forecast in Quarterly Operating Profit

Millions of Yen 3,210（Forecast）

3,000

1Q 2Q 3Q 4Q 2,500 2,318

2,000 844

1,500 1,434 ＋207% 232 1,157 296 ＋87％ 1,010 158 1,000 ▲22％ 275 781 ▲25％ 203 198 ＋39％＋85％ 107 550 303 269 120 +161％ 315 ▲4％ ▲23％ 1,242 ＋31％＋34％ 500 125 164 152 ▲83％ 27 +353％ 579 ▲16％ 486 ＋15％ 560 ＋122％ 293 ＋10％ 321 ＋81％ 0 2015/3 2016/3 2017/3 2018/3 2019/3 2020/3

27 Annual Dividend Forecast for FY2020

As of now, the year-end dividend is forecasted to be 30 yen/share. The annual dividend, including interim and year-end dividends, is forecasted to be 55 yen/share (an increase of 17 yen/share).

Dividend per Share Interim Year-End Annual Payout Ratio

Forecast of FY2020 25 yen 30 yen 55 yen 44.9%

Forecast of FY2020 （As of May 14, 2019） 20 yen 25 yen 45 yen 55.3%

Actual FY2019 15 yen 23 yen 38 yen 69.3%

28 Share Buybacks

With the goal of further distributing profit to shareholders as well as implementing a flexible capital policy to increase capital efficiency and enable our response to changes in the management environment, on January 31, 2020 we voted to conduct share buybacks (maximum of 55,000 shares/300 million yen).

Overview of Share Buybacks

Share Buyback Common Shares

Number of Shares 55,000 shares（maximum）

（0.31% of total amount of issued shares (excluding treasury shares)）

Total Amount 300,000,000 yen（maximum）

Buyback Period From February 3rd to March 31st, 2020.

29 Appendix

30 The Company’s Long-Term Goals

The Current SR (“Shareholder Relations”) Market (the broad market measure which includes TA (“Transfer Agency”)

SR Market The Group’s current market share: 3 Billion Yen TA Market (share breakdown: 60% of SR Market narrow measure + TA Market) ＊ narrow measure (95 billion yen) (5 billion yen) The current diffusion of the narrowly measured SR market is 20% of that of the forecast

Prospective Broad Measure SR Market (including TA)

SR Market The Company’s goal for the SR Market: 50 billion yen TA Market (share breakdown: 90% of SR Market narrow measure + 30% of TA Market) narrow measure (95 billion yen) ＊ (25 billion yen) The Company’s goal for the LA (“Legal Advisor”) Market and M&A Market: 40 billion yen + (share breakdown: LA/M&A Market each account for a 5% share)

LA Market M&A Market

200 billion yen 600 billion yen

Log-term aim of the Group: * Calculated by IR Japan based on sales amount of the main players 90 billion yen of total sales

31 Total Shareholder Return (TSR) For Holding Our Shares at Interim and January-End

September Interim January-End

1year 304.09% 427.72%

3years 673.90％ 947.87％

FY2020

5years 1222.39％ 1719.34％

Since listing 2820.25％ 3966.79％（2011.3.17）

※ TSR: Calculated as the sum of capital gains and income gains. Assuming that the income gains are reinvested, the value takes into account the amount of the reinvestment.

32 We, IR Japan, are a consulting firm that provides services with high additional value based on voting power, for the development of the capital market.

「Power of Equity」 is a registered trademark of IR Japan