Audit Reports

Report of Independent Public Accountants

December 18, 2012

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

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 48th Business Period, from November 1, 2011 through October 31, 2012, for the purpose of reporting under the provisions of Article 436 paragraph 2 (i) of the Companies Act.

Management's Responsibility for the Financial Statements and the Related Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and the related supplementary schedules in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the financial statements and the related supplementary schedules that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility
Our responsibility is to express an opinion on the financial statements and the related supplementary schedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the related supplementary schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the related supplementary schedules. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements and the related supplementary schedules, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity's preparation and fair presentation of the financial statements and the related supplementary schedules in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and the related supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the financial statements and the related supplementary schedules referred to above present fairly, in all material respects, the financial position and results of operations of the company applicable to the 48th Business Period ended March 31, 2012 in conformity with accounting principles generally accepted in Japan.

Conflicts of interest
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.

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 48th Business Period from November 1, 2011 through October 31, 2012. 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 26, 2012

Kanamoto’s Audit Committee