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Audit Reports

Report of Independent Public Accountants

December 16, 2011

Kanamoto Co., Ltd.
To: The Board of Directors

Ernst & Young ShinNihon LLC.

Designated Limited Liability Partner
Managing Partner
Certified Public Accountant Mikio Shibaguchi

Designated Limited Liability Partner
Managing Partner
Certified Public Accountant Kiyohiro Saito

We have audited the Balance Sheet, Statement of Income, Statement of Changes in Net Assets and the related schedules of Kanamoto Company, Ltd. for the 47th Business Period, from November 1, 2010 through October 31, 2011, for the purpose of reporting under the provisions of Article 436 paragraph 2 (i) of the Companies Act. With respect to the aforementioned Statements and the supporting schedules, our audit was limited to the documented matters based on the accounting records of the Company. Preparation of the financial statements and related schedules was the responsibility of the management of Kanamoto Company, Ltd. Our responsibility as a Third-party Auditor was limited solely to independently issuing a statement of opinion concerning the financial statements and related schedules based on our audits.
We conducted our audits in accordance with the auditing standards, procedures and practices generally applied in Japan. Those standards, procedures and practices require that we plan and perform the audit to obtain reasonable assurance the Financial Statements are free of material misrepresentations of the Company's financial position and operating results. We conducted the audit on the basis of tests, including an examination of the representations in the Financial Statements and the supporting schedules as a whole that included evaluations of the accounting policies employed by management and their method of application, and the estimates made by the Company's managers. As a result of its audit, Ernst & Young ShinNihon LLC determined it had obtained a reasonable basis for expressing an audit opinion.
In our opinion the Financial Statements and the supporting schedules referred to above present fairly, in all material respects, the financial position and operating results of Kanamoto Company, Ltd. during the period reported in the financial statements and the supporting schedules in accordance with the corporate accounting principles generally applied in Japan.
There are no interests between the Company and Ernst & Young ShinNihon LLC or its Partners that should be disclosed pursuant to the provisions of the Certified Public Accountant Law.

The audit reports concerning the Company's financial position (financial statements in Japanese for the 12 months ended October 31, 2011) are prepared by Ernst & Young ShinNihon LLC.

Report of the Audit Committee

Audit Report

The Audit Committee has received the audit reports prepared by each of the auditors concerning the business performance of the directors during the 47th Business Period from November 1, 2010 through October 31, 2011. After discussing the audit results based on the reports, we have prepared this Audit Report and report as follows as the consensus of opinion of the Audit Committee.

1. Procedures and details of the audits by the Auditors and the Audit Committee

The Audit Committee establishes the audit policies, allocation of duties and other matters, and receives reports concerning the implementation of audits and the audit result from each of the auditors as well as reports from the directors and independent auditors concerning the execution of their duties, and requests explanations as necessary.
In addition to communicating with the Directors, the internal audit division, employees and other individuals in accordance with the standards for auditors and audits provided by the Audit Committee and in compliance with the audit policy and audit plan, and gathering information and striving to improve the audit environment, each Corporate Auditor attended the Board of Directors meetings and other important meetings, received reports from Directors, employees and other individuals on their execution of duties and requested explanations from the Directors, other employees and other individuals when necessary, reviewed documents concerning matters such as important decisions and conducted inspections of the business and financial condition at the Company's Head Office and main branches. Each Corporate Auditor also regularly received reports from the Company's directors and system users, and requested explanations and clarified opinions when necessary, regarding the contents of Board of Director resolutions concerning the establishment of the organization provided in Article 100 paragraph (1) and paragraph (3) of the Companies Act Enforcement Ordinance, and the status of operation of the organization (internal controls organization) that has been established based on said resolutions, as the organization necessary to ensure Company directors comply with laws and the Company's Articles of Incorporation in the execution of their duties as described in the Report of Business Operations and to ensure the appropriateness of other Company operations. They communicated and exchanged information with the directors and auditors of the subsidiary companies concerning the subsidiary companies, and received business reports from the subsidiary companies as necessary. Based on the procedures described above, they studied the Report of Business Operations and the supporting schedules pertaining to the business period.
In addition, the Corporate Auditors monitored and verified whether the independent auditor maintained an independent viewpoint and implemented a proper audit, and received a report from the independent auditor concerning the execution of its audit, and requested explanations as necessary. The Audit Committee also received notification from the independent auditors that the "systems to ensure duties are performed appropriately" (as described in each of the items under Article 131 of the Corporate Accounting Regulations) had been established in accordance with the Standards for Quality Control of Audits (Business Accounting Council, October 28, 2005), and requested explanations as necessary. Based on the above procedures, the Audit Committee reviewed the Financial Statements (Balance Sheet, Statement of Income, Statement of Changes in Net Assets and Notes to the Financial Statements) and the supporting schedules and the Consolidated Financial Statements (Consolidated Balance Sheet, Consolidated Statement of Income, Consolidated Statement of Changes in Net Assets and Notes to the Consolidated Financial Statements) for the business period.

2. Result of audit

(1) Result of audit of the Report of Business Operations

(a) The Report of Business Operations and its supporting schedules fairly represent the condition of the Company in accordance with the laws of Japan and the Articles of Incorporation of the Company.
(b) We have determined that there were no serious occurrences of dishonest or false activity or violations of any laws or the Company's Articles of Incorporation by any of the directors in carrying out the duties and responsibilities of their offices.
(c) In our opinion, the details of the Board of Directors resolutions concerning the internal controls system are appropriate. We also have determined that there are no matters that should be highlighted as a concern with regard to the information contained in the Report of Business Operations and the directors in carrying out their duties concerning the internal controls system.

(2) Result of audit of the Financial Statements and supporting schedules

In our opinion, the audit procedures and audit results received from the independent public accounting firm Ernst & Young ShinNihon LLC are appropriate.

(3) Result of audit of the Consolidated Financial Statements

In our opinion, the audit procedures and audit results received from the independent public accounting firm Ernst & Young ShinNihon LLC are appropriate.

December 22, 2011

Kanamoto Co., Ltd. Audit Committee

Standing Corporate Auditor Shinroku Sawada
Standing Corporate Auditor Eichu Kanamoto
Standing Corporate Auditor Naoyuki Yokota
Outside Corporate Auditor Akio Hashimoto
Outside Corporate Auditor Kiyohiro Tsuji
Outside Corporate Auditor Akira Naoi
Outside Corporate Auditor Hisao Oba

The audit reports concerning the Company's financial position (financial statements in Japanese for the 12 months ended October 31, 2011) are prepared by Audit Committee of Kanamoto Co., Ltd.

Kanamoto’s Audit Committee

 

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