Financial ResultsThird Quarter of the Fiscal Year Ending March 31, 2020

February 13, 2020

IR Japan Holdings, Ltd. (6035)

（April 1, 2019~December 31, 2019）

2

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.

3

１．Financial Results of

The Three Quarters of Fiscal Year 2020

4

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.

※ EBITDA：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

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

The Three Quarters of FY2019 Consolidated

(April 2018-December 2018)

Amount（Millions of Yen）

Change（Millions of

Yen）

Change from Previous Period

（%）

Amount（Millions of 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 parent company

1,592 805 102.4 786

（Reference）EBITDA 2,485 1,151 86.4 1,333

※

5

The Three Quarters of FY 2020: Sales by Service

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

The Three Quarters of FY2019 Consolidated

(April 2018-December 2018)

Amount（Millions of Yen）

Change（Millions of Yen）

Change from Previous Period

（％）

Amount（Millions of Yen）

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

DisclosureConsulting 443 8.7 ▲12.4 505

Databases and Others 139 2,7 ▲4.2 145

6

The Three Quarters of FY 2020: Cost Breakdown

Breakdown ItemThe Three Quarters of FY2020 Consolidated（April 2019―Dec 2019）

The Three Quarters of FY2019 Consolidated（April 2018―Dec 2018）

Change

Variable Costs

(Cost of Sales)Outsourcing Costs 447 358 89

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

Depreciation Cost 169 178 ▲9

Office Rent 278 278 0

Other Costs

(IT related ,etc.)611 534 77

Total: Fixed + VariableTotal

Cost of Sales + SG&A2,779 2,582 197

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）

7

The Three Quarters of FY2020: Financial Highlights

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.

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

8

Progress of Major Projects

Trend in Sales (Scheduled) of Major Projects*※as of the disclosure of October 31, 2019

First Half Second Half Whole Financial Year

Number of Projects

AmountNumber of Projects

AmountNumber of Projects

Amount

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

Sales (Scheduled) by Type of Project, Major Projects ※as of the disclosure of October 31, 2019

Types of ProjectsSales Amount

(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 1,759Existing 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.

(Millions of Yen）

As of now, we have contracted 4 more large-scale projects (approximately 550 million yen’s worth)

*Projects with Sales over 50 million yen

9

Large-Scale Project Pipeline (Currently in Progress)＊

Project Client Contract Transaction Details

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

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

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

Return

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

Activist Response Listed Company (Market Cap. Over 500 bill. Yen) PABusiness Strategy, Executive

Compensation , Governance

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

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.

10

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

Power of Equity

Financial Advisor

Common Interest of

Shareholders

• Completely independent

• Providing financial solutions from our leading group of experts (legal, financial, accounting, governance) to secure & improve the common interests of shareholders. Common Interest of

Shareholders

• Overseas Institutional Shareholders

• Domestic Institutional Shareholders

• Individual Shareholders

Proxy Advisor

Listed Companies

(＝Clients)

Activists

Hostile Corporates

Solutions that thoroughly comply with our clients’ needs

• Overwhelming record of achievement for activist response

• 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

Protect Minority Shareholders

Hostile TOBs Shareholder Proposals

Proxy Fights

11

Future demand for PA・FA Business

Independent investment banks are increasing their share of the global M&A market.

0%

10%

20%

30%

40%

50%

0

5

10

15

20

25

30

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

(Billions of U.S. Dollars)

Market Share of Independent Investment Banks in the Global M&A Market

12

Activist Activity in Japan

3 3 35 6

81 2 2

3

5

7

3

57

9

13

20

2014 2015 2016 2017 2018 Dec-19

Western Activists

Asian Activists

Domestic Activists

Trend in Activist Funds Active in Japan

7

1012

17

24

35

【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.)

Data Source: Amassed by IR Japan

13

Recent Activist Campaigns in Japan

Fund Name Targeted CompanyProposal Time

PeriodDetails of Demands

Third Point Sony 2019/6Demanded the sale of of the semiconductor department and cross-shareholdings (established campaign site)

RMB CapitalBandai Namco HD

2019/11 Pressured the firm to increase the TOB price for Sotsu (media announcement)

Asset Value Investors

Teikoku Sen-I 2019/11 Demanding sale of cross-shareholdings (media announcement)

Asset Value Investors

TBS HD 2019/11 Demanding sale of cross-shareholdings (media announcement)

Oasis Management

Sanken Electric 2019/11Proposed the sale of low-profit businesses/productivity improvements, appointment of an outside director with expert knowledge and strengthening of policies such as performance-linked compensation（established a campaign site）

Oasis Management

Tokyo Dome 2019/12Proposed business management improvements, the sale of non-core assets, revision of executive compensation and board structure, etc.（established campaign site）

Reno(former Murakami fund)

Leopalace21 2019/12Request for Convocation of Extraordinary Shareholders Meeting in order to dismiss the board of directors and appoint 3 directors (submitted a shareholder proposal)

Strategic CapitalKeihanshin Building

2019/12Proposed a revision of board and audit structures, the sale of cross-shareholdings, abolishment of shareholder incentives, sale of real estate holdings or introduction of REIT, etc.（establishedcampaign site）

Office Support(former Murakami fund)

ToshibaMachine

2020/1Hostile TOB（takeover bid）Request for Convocation of Extraordinary Shareholders Meeting

Oasis Management

Sun Corporation 2020/1Request for Convocation of Extraordinary Shareholders Meeting (Dismissal of 4 Directors, Appointment of 5 Directors)

Elliott Management

SoftBank Group 2020/2Demanded the company conduct a share buyback and increase the number of outside directors (media announcement)

RMB Capital Sanyo Shokai 2020/2Demanded the company put itself up for sale as well as planned other shareholder proposals to be submitted at the AGM (media announcement)

14

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＞

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

Lowers the threshold for investments subject to pre-filing requirements from 10% to 1% in certain business sectors relating to national security

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.

Exempt investors must report director appointment and business transfer proposals after the acquisition of shares

15

Japanese Companies with High Potential Risk of Activism

Activist Analytics Risk Quotient and Number of Companies

(companies)

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

Japanese Companies with adjusted PBR* below 1

n=3,875 companiesn=3,875 companies

625companies Adjusted

PBR* <1

Approx. 46.7%

1,809 companies

＊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.

16

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.

Kokuyo bidding for Pentel’s shares

TOB of Unizo by Fortress

TOB of NuFlare Technology by Hoya

TOB of Toshiba Machine by City Index Eleventh

Contest for CorporateControl

TOB

TOB

TOB

TOB of Maeda Road Construction by Maeda Corporation

TOB

17

Accelerating Western Style M&A (Hostile TOBs)

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

Japan Exchange Group

（JPX）

Approx. 3,700 Companies

Hong Kong Stock Exchange

（HKEX）

Approx. 2,300 Companies

SingaporeStock Exchange

（SGX）

Approx.

750 Companies

AustraliaStock Exchange

Approx.

2,100 Companies

London Stock Exchange

（LSE）

Approx. 2,100 Companies

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

TorontoStock Exchange

（TSX）

Approx. 3,400 Companies

United States Market（NYSE+NASDAQ）

Approx. 5,400 Companies

18

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.

SRAdvisory

Original AI/Global Research System

SR

Advisory

Our Client Base

Financial Advisory

Proxy Advisory

19

IR Japan’s Strength:

Japan’s One and only PA・FA Business

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

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.

20

Analysis of Empirical Data for Our Unique PA/FA

Domestic & Overseas Proxy contacts are @

6,000people

We continue to grow our global proxy

contacts

Original AIand

Global Research System

Investment records of institutional investors to each companies

• Over 20 years of Significant Shareholder

Report data etc

Institutional Shareholder’s Proxy Voting Results Data

• Over 10 years of proxy voting results

Engagements with Proxy Contacts

・Over 20 years gathering information

Our AI, Consultants, Attorneys & Accountants analyze characteristics of companies targeted by activists to

provide a one-and-only solution

Global TotalApprox.

10,000cases

Contant logging of activist investments and

activities

21

Field Power of Equity and Market Size

IR（Investor Relations）

Investor Support

◆Institutional disclosure | FIEA-related business◆Voluntary disclosure |

・Shareholder communication, disclosure magazine, English IR materials, etc.◆Total IR Support |

・Information Session, conference, meeting…

M&A Market: 600 billion yen

Data Source：∎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.

Data Source：∎TA’s numbers are calculated based on most recent commission income and gross business profit. IR and

securities certificate printing companies’ data are calculated based off their most recent sales.

Data Source:∎M&A market scale is calculated based on the

hypothesis of the commission rate is 2% of 2018 Japanese Corporate-related M&A cost (approx. 30 trillion yen) from the MARR statistics.

◆Transfer Agency

◆Shareholder Meeting-related support

・Prior voting result-simulation

・Action plan to pass shareholder meeting proposals

・Proxy voting result analysis

◆Shareholder identification consulting

IR Market in the wide sense: 45 billion yen

SR Market in the wide sense: 100 billion yen

◆M&A Commission

Main PlayersPronexus／Takara PrintingNomura IR／Daiwa IR／Nikko IRJapan IR and Investor Support／Japan Shareholder Services

Main PlayersNomura Securities/Mizuho FG/Goldman SachsDaiwa Securities/JP Morgan/MUMSS/ Mitsui Sumitomo FGGCA/Japan M&A Center/M&A CapitalStrike

Legal SectorLegal Services

LA Market: 200 billion yen◆Business Law (Companies Act, FIEA, etc.) support

◆Corporate Governance

Main PlayersAnderson Mori & Tomotsune Law FirmNagashima Ohno & Tsunematsu Law FirmNishimura & Asahi Law FirmMori Hamada & Matsumoto Law FirmTMI Associates

SR（Shareholders Relations）

Shareholder Support

M&A（Mergers and Acquisitions）

Corporate Acquisition

Main Players

Mitsubishi UFJ Trust/ Mitsui Sumitomo Trust/ Mizuho Trust

Equity Consulting Market

1,000 billion yenTotal about

22

Examples of MBO Support Projects

MBO Support for Mamezou HD

Shareholder

Mamezou HD

株式譲渡

K2TOPHoldings

Cash

Share Transfer

Shareholder

Odelic

株式譲渡

Amase Create

Cash

Share Transfer

MBO Support for Odelic

Company Odelic Co., Ltd.

Announcement February 4, 2020

BusinessManufacture・Sale of household lighting equipment

PurchaserAmase Create Co., Ltd.（Founding Family）

Transaction Details

• Amase Create (the founding family) acquired shares through TOB and conducted the privatization via a MBO.

Support Details

• Supported the purchasing side (founding family) as the financial advisor regarding the MBO transaction

Company Mamezou Holdings Co., Ltd.

Announcement January 30, 2020

BusinessSystem Creation・Development Support Consulting

PurchaserK2TOP Holdings Corporation（100％ integral investment）

Transaction Details

• K2TOP HD acquired shares via TOB and conducted the privatization via an MBO.

Support Details

• Supported the targeted company as the financial advisor regarding the MBO transaction

IRJ（Company FA)

IRJ（Purchaser FA)

23

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

48 49 52

60 69 76 77 80 80 80 80

242,875

265,807

262,291

288,528 315,132

333,382 348,318 359,983

354,784

361,586

346,733

0

20

40

60

80

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

FY2018 FY2019 FY2020

Number of Clients with Confirmed Orders

Number of Shareholders on the Shareholder Registry

24

２．Results Forecast & Shareholder Return

25

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

（FY2020）

Previous Forecast

(As of October 31, 2019）

Previous Results

（FY2019）

Amount

（Mill. Of Yen）

Change from Last Period

（Mill. Of Yen）

Change from Last Period

(％)

Amount

（Mill. Of Yen）

Change from Last Period

(％)

Amount

（Mill. Of Yen）

Change from Last Period

(％)

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 company

2,180 1,203 123.2 1,750 79.1 976 18.9

26

Trend and Forecast of Quarterly Sales

期別売上高と当期予想

Millions of Yen

873 1,015 1,223 1,151 1,387

2,169 869 766

862 1,111 1,173

1,230

791 801 843

949

1,160

1,699

676 887

909 923

1,107

0

1000

2000

3000

4000

5000

6000

7000

FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY2020

1Q 2Q 3Q 4Q

7,100 (Forecast)

4,827

4,1343,837

3,4703,210

＋31％

▲12％

＋1％

＋31％

＋20％

＋13％

＋5％

＋2％

▲6％

＋29％

＋13％

＋2％

＋20％

＋6％

＋22％

＋20％

＋56％

＋5％

+47%

27

Trend and Forecast in Quarterly Operating Profit

293 321 579 486 560

1,242

152 27

120 315 303

232

125 164

107 198

275

844

269

203

158

296

550

781

1,010 1,157

1,434

2,318

0

500

1,000

1,500

2,000

2,500

3,000

2015/3 2016/3 2017/3 2018/3 2019/3 2020/3

Millions of Yen

1Q 2Q 3Q 4Q

3,210（Forecast）

＋10％

▲83％

＋81％▲16％

+161％

＋15％

▲4％

＋39％

＋122％+353％

＋34％

▲25％

＋31％

▲22％

＋85％

＋87％

▲23％

＋207%

28

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).

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%

Dividend per Share

29

Share Buybacks

With the goal of further distributing profit to shareholders as well asimplementing 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.

30

Appendix

31

TA Market

(95 billion yen)

SR Market

narrow measure

(5 billion yen)

+

The Company’s Long-Term Goals

* Calculated by IR Japan based on sales amount of the

main players

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

The Group’s current market share: 3 Billion Yen(share breakdown: 60% of SR Market narrow measure + TA Market)

The current diffusion of the narrowly measured SR

market is 20% of that of the forecast

The Company’s goal for the SR Market: 50 billion yen(share breakdown: 90% of SR Market narrow measure + 30% of TA Market)

SR Market

narrow measure

(25 billion yen)

Prospective Broad Measure SR Market (including TA)

LA Market

200 billion yen

TA Market

(95 billion yen)

M&A Market

600 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)

Log-term aim of the Group: 90 billion yen of total sales

32

Total Shareholder Return (TSR)

For Holding Our Shares at Interim and January-End

※ 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.

September Interim January-End

FY2020

1year 304.09% 427.72%

3years 673.90％ 947.87％

5years 1222.39％ 1719.34％

Since listing（2011.3.17）

2820.25％ 3966.79％

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