Result 8//6%52**3 2

11

Result of the COVID-19 pandemic due to the potential impact on the utilisation and resale value of certain assets. The Group’s accounting policy as disclosed in Note 2 sets out that the assets are recorded at cost (including transportation costs from the manufacturer to the initial rental location), less accumulated depreciation and any. Information about the Company’s Corporate Governance Code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3, and 7.2.7 of the FCA Rules. Matters on which we are required to report by exception. RESULT Result 0-0-0-1・1Games0Win. Race Date Held/Race Name Course/Distance Jockey Name Horse Weight Time Order Of Arrival; 2021/01/24 第1回中山86R 3歳. (the ‘Middle column’) in arriving at the results for the year with additional information disclosed in Note 7. The Group’s policy on the presentation of exceptional items and certain re-measurements can be found in notes 2(a) and 2(b). The Audit Committee also discuss this area in their report on pages 70 to 75. Statement required by Listing Rule 9.8.6R(3) and report if the statement is materially inconsistent with our knowledge obtained in the audit. We confirm that we have nothing material to report, add or draw attention to in respect of these matters. Principal risks and viability statement.

18

In addition to the requirements set out in DTR 4.1 a listed company1 must include in its annual financial report1, where applicable, the following:

1

1. (1)

   a statement of the amount of interest capitalised by the group during the period under review with an indication of the amount and treatment of any related tax relief;

2. (2)

   any information required by LR 9.2.18 R (Publication of unaudited financial information);

3. (3)

   [deleted]13

   13
4. (4)

   details of any long-term incentive schemes as required by LR 9.4.3 R;

5. (5)

   details of any arrangements under which a director of the company has waived or agreed to waive any emoluments from the company or any subsidiary undertaking;

6. (6)

   where a director has agreed to waive future emoluments, details of such waiver together with those relating to emoluments which were waived during the period under review;

7. (7)

   in the case of any allotment for cash of equity securities made during the period under review otherwise than to the holders of the company'sequity shares in proportion to their holdings of such equity shares and which has not been specifically authorised by the company's shareholders:

   1. (a)

      the classes of shares allotted and for each class of shares, the number allotted, their aggregate nominal value and the consideration received by the company for the allotment;3

      3
   2. (b)

      the names of the allottees, if less than six in number, and in the case of six or more allottees a brief generic description of each new class of equity holder (e.g. holder of loan stock);

   3. (c)

      the market price of the allotted securities on the date on which the terms of the issue were fixed; and

   4. (d)

      the date on which the terms of the issue were fixed;

8. (8)

   the information required by paragraph (7) must be given for any unlisted major subsidiary undertaking of the company;

9. (9)

   where a listed company has listed shares in issue and is a subsidiary undertaking of another company, details of the participation by the parent undertaking in any placing made during the period under review;

10. (10)

    details of any contract of significance subsisting during the period under review:

    1. (a)

       to which the listed company, or one of its subsidiary undertakings, is a party and in which a director of the listed company is or was materially interested; and

    2. (b)

       between the listed company, or one of its subsidiary undertakings, and a controlling shareholder13;

       13
11. (11)

    details of any contract for the provision of services to the listed company or any of its subsidiary undertakings by a controlling shareholder13, subsisting during the period under review, unless:

    13
    1. (a)

       it is a contract for the provision of services which it is the principal business of the shareholder to provide; and

    2. (b)

       it is not a contract of significance;

12. (12)

    details of any arrangement under which a shareholder has waived or agreed to waive any dividends;

    13
13. (13)

    where a shareholder has agreed to waive future dividends, details of such waiver together with those relating to dividends which are payable during the period under review; and13

    13
14. (14)

    13a statement made by the board:

    1. (a)

       that the listed company has entered into any agreement required under LR 9.2.2ADR(1)17; or

    2. (b)

       where the listed company has not entered into an agreement required under LR 9.2.2ADR(1)17:

       1. (i)

          a statement that the FCA has been notified of that non-compliance in accordance with LR 9.2.23 R; and

       2. (ii)

          a brief description of the background to and reasons for failing to enter into the agreement that enables shareholders to evaluate the impact of non-compliance on the listed company; and

    3. (c)

       that:

       1. (i)

          the listed company has complied with the undertakings in LR 6.5.4R or LR 9.2.2ADR(1)17 during the period under review;

       2. (ii)

          so far as the listed company is aware, the undertakings in LR 6.5.4R or LR 9.2.2ADR(1)17 have been complied with during the period under review by the controlling shareholder or any of its associates; and

       3. (iii)

          so far as the listed company is aware, the procurement obligation (as set out in LR 6.5.5R(2)(a)17 or LR 9.2.2BR (2)(a)) included in any agreement entered into under LR 6.5.4R or LR 9.2.2ADR(1)17 has been complied with during the period under review by a controlling shareholder; or

    4. (d)

       where an undertaking in LR 6.5.4R or LR 9.2.2ADR(1)17 or a procurement obligation (as set out in LR 6.5.5R(2)(a)17 or LR 9.2.2BR (2)(a)) included in any agreement entered into under LR 6.5.4R or LR 9.2.2ADR(1)17 has not been complied with during the period under review:

       1. (i)

          a statement that the FCA has been notified of that non-compliance in accordance with LR 9.2.24 R; and

       2. (ii)

          a brief description of the background to and reasons for failing to comply with the relevant undertaking17 or procurement obligation that enables shareholders to evaluate the impact of non-compliance on the listed company.

13Where an independent director declines to support a statement made under LR 9.8.4R (14)(a) or (c), the statement must record this fact.

13Where a listed company's annual financial report contains a statement of the type referred to in LR 9.8.4R (14)(b) or (d), the FCA may still take any action it considers necessary in relation to the underlying breach by the listed company of LR 9.2.2ADR(1)17 or LR 9.2.2G R.

13The listed company's annual financial report must include the information required under LR 9.8.4 R in a single identifiable section, unless the annual financial report includes a cross reference table indicating where that information is set out.

A listed company need not include with the annual report and accounts details of waivers of dividends of less than 1% of the total value of any dividend provided that some payment has been made on each share of the relevant class during the relevant calendar year.

Additional information

In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report1:

1

1. (1)

   a statement setting out all the interests (in respect of which transactions are notifiable to the company under article 19 of the Market Abuse Regulation16) 4of each person who is4 a3director of the listed company as at the end of4 the period under review including:

   44334
   1. (a)

      all changes in the interests of each director that have occurred between the end of the period under review and a date not more than 3one month prior to the date of the notice of the annual general meeting; or

      4
   2. (b)

      if there have been no changes in the period described in paragraph (a), a statement that there have been no changes in the interests of each director.4

      44

   Interests of each director includes the interests of connected persons of which the listed company is, or ought upon reasonable enquiry to become, aware.43

   44
2. (2)

   a statement showing the interests disclosed to the listed company in accordance with DTR 5 as at the end of the period under review and:10

   10
   1. (a)

      all interests disclosed to the listed company in accordance with DTR 5 that have occurred between the end of the period under review and a date not more than one month prior to the date of the notice of the annual general meeting; or10

      3333410
   2. (b)

      if no interests have been disclosed to the listed company in accordance with DTR 5 in the period described in (a), a statement that no changes have been disclosed to the listed company.10

      10
3. (3)

   statements by the directors on:15

   1. (a)

      the appropriateness of adopting the going concern basis of accounting (containing the information set out in Provision 3018 of the UK Corporate Governance Code); and 15

   2. (b)

      their assessment of the prospects of the company (containing the information set out in Provision 3118 of the UK Corporate Governance Code);15

   prepared in accordance with the ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’ published by the Financial Reporting Council in September 2014;15

   88
4. (4)

   a statement setting out:

   1. (a)

      details of any shareholders authority for the purchase, by the listed company of its own shares that is still valid at the end of the period under review;

   2. (b)

      in the case of purchases made otherwise than through the market or by tender to all shareholders, the names of sellers of such shares purchased, or proposed to be purchased, by the listed company during the period under review;

   3. (c)

      in the case of any purchases made otherwise than through the market or by tender or partial offer to all shareholders, or options or contracts to make such purchases, entered into since the end of the period covered by the report, information equivalent to that required under Part 26of Schedule 7 to the Large & Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (Disclosure required by company acquiring its own shares etc)6; and

      66
   4. (d)

      in the case of sales of treasury shares for cash made otherwise than through the market, or in connection with an employees' share scheme, or otherwise than pursuant to an opportunity which (so far as was practicable) was made available to all holders of the listed company'ssecurities (or to all holders of a relevant class of its securities) on the same terms, particulars of the names of purchasers of such shares sold, or proposed to be sold, by the company during the period under review;

5. (5)

   a statement of how the listed company has applied the 18Principles set out in the UK Corporate Governance Code9, in a manner that would enable shareholders to evaluate how the principles have been applied;9

   559
6. (6)

   a statement as to whether the listed company has:

   1. (a)

      complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code;9 or

      9
   2. (b)

      not complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code 9and if so, setting out:

      9
      1. (i)

         those provisions, if any it has not complied with;

      2. (ii)

         in the case of provisions whose requirements are of a continuing nature, the period within which, if any, it did not comply with some or all of those provisions; and

      3. (iii)

         the company's reasons for non-compliance;20

7. (7)

   a report to the shareholders by the Board which contains the information12set out in LR 9.8.8 R; and20

   12
8. (8)

   a statement setting out:20

   1. (a)

      whether the listed company has included in its annual financial report climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures;20

   2. (b)

      in cases where the listed company has: 20

      1. (i)

         made climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, but has included some or all of these disclosures in a document other than the annual financial report:20

         1. (A)

            the recommendations and/or recommended disclosures for which it has included disclosures in that other document; 20

         2. (B)

            a description of that document and where it can be found; and20

         3. (C)

            the reasons for including the relevant disclosures in that document and not in the annual financial report; 20

      2. (ii)

         not included climate-related financial disclosures consistent with all of the TCFD Recommendations and Recommended Disclosures in either its annual financial report or other document as referred to in (i):20

         1. (A)

            the recommendations and/or recommended disclosures for which it has not included such disclosures; 20

         2. (B)

            the reasons for not including such disclosures; and20

         3. (C)

            any steps it is taking or plans to take in order to be able to make those disclosures in the future, and the timeframe within which it expects to be able to make those disclosures; and20

   3. (c)

      where in its annual financial report or (where appropriate) other document the climate-related financial disclosures referred to in (a) can be found.20

1. (1)

   4The effect of LR 9.8.6R (1) is that a listed company is required to set out a 'snapshot' of the total interests of a director and his or her connected persons, as at the end of the period under review (including certain information to update it as at a date not more than a month before the date of the notice of the annual general meeting). The interests that need to be set out are limited to those in respect of which transactions fall to be notified under the notification requirement for PDMRs in article 19 of the Market Abuse Regulation16. Persons who are directors during, but not at the end of, the period under review need not be included.

2. (2)

   A listed company unable to compile the statement in LR 9.8.6R (1) from information already available to it may need to seek the relevant information, or confirmation, from the director himself, including that in relation to connected persons, but would not be expected to obtain information directly from connected persons.

20For the purposes of LR 9.8.6R(8), in determining whether climate-related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, a listed company should undertake a detailed assessment of those disclosures which takes into account:

1. (1)

   Section C of the TCFD Annex entitled “Guidance for All Sectors”;

2. (2)

   (where appropriate) Section D of the TCFD Annex entitled “Supplemental Guidance for the Financial Sector”; and

3. (3)

   (where appropriate) Section E of the TCFD Annex entitled “Supplemental Guidance for Non-Financial Groups”.

20For the purposes of LR 9.8.6R(8), in determining whether a listed company’s climate-related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, the FCA considers that the following documents are relevant:

1. (1)

   the TCFD Final Report and the TCFD Annex, to the extent not already referred to in LR 9.8.6R(8) and LR 9.8.6BG;

2. (2)

   the TCFD Technical Supplement;

3. (3)

   the TCFD Guidance on Risk Management Integration and Disclosure; and

4. (4)

   (where appropriate) the TCFD Guidance on Scenario Analysis for Non-Financial Companies.

20For the purposes of LR 9.8.6R(8), in determining whether climate-related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, a listed company should consider whether those disclosures provide sufficient detail to enable users to assess the listed company’s exposure to and approach to addressing climate-related issues.

A listed company should carry out its own assessment to ascertain the appropriate level of detail to be included in its climate-related financial disclosures, taking into account factors such as:

Result 8//6%52**3 2019

1. (1)

   the level of its exposure to climate-related risks and opportunities; and

2. (2)

   the scope and objectives of its climate-related strategy,

noting that these factors may relate to the nature, size and complexity of the listed company’s business.

1. (1)

   20For the purposes of LR 9.8.6R(8), the FCA would ordinarily expect a listed company to be able to make climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, except where it faces transitional challenges in obtaining relevant data or embedding relevant modelling or analytical capabilities.

2. (2)

   In particular, the FCA would expect that a listed company should ordinarily be able to make disclosures consistent with:

   1. (a)

      the recommendation and recommended disclosures on governance in the TCFD Recommendations and Recommended Disclosures;

   2. (b)

      the recommendation and recommended disclosures on risk management in the TCFD Recommendations and Recommended Disclosures; and

   3. (c)

      recommended disclosures (a) and (b) set out under the recommendation on strategy in the TCFD Recommendations and Recommended Disclosures, to the extent that the listed company does not face the transitional challenges referred to in (1) in relation to such disclosures.

An overseas company with a premium listing7 must include 7in its annual report and accounts the information in LR 9.8.6R (5), LR 9.8.6R(6), LR 9.8.6R(8)20 and LR 9.8.8R.

777127

1. (1)

   7An overseas company with a premium listing must comply with DTR 7.2 (Corporate governance statements)19 as if it were an issuer to which that section applies.

2. (2)

   An overseas company with a premium listing which complies with LR 9.8.7 R will be taken to satisfy the requirements of DTR 7.2.2 R and DTR 7.2.3 R, but 19must comply with all of the other requirements of DTR 7.2 as if it were an issuer to which that section applies.

The report to the shareholders by the Board required by LR 9.8.6R (7) must contain details of the unexpired term of any director’s service contract of a director proposed for election or re-election at the forthcoming annual general meeting, and, if any director proposed for election or re-election does not have a directors' service contract, a statement to that effect.12

12

Information required by law

The requirements of LR 9.8.6R (6) relating to corporate governance are additional to the information required by law to be included in the listed company's annual report and accounts.

12

A listed company must ensure that the auditors review each of the following before the annual report is published:

Result 8//6%52**3 2020

1. (1)

   LR 9.8.6R (3) (statements15 by the directors regarding15 going concern and longer-term viability15); and

2. (2)

   the parts of the statement required by LR 9.8.6R (6) (corporate governance) that relate to Provisions 6 and 24 to 2918 of the UK Corporate Governance Code.18

   99

Strategic report with supplementary information12

Any strategic report with supplementary information provided to shareholders12 by a listed company as permitted under section 426 of 12the Companies Act 20066, must disclose:

Result 8//6%52**3 2nd

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Result 8//6%52**3 2076

1. (1)

   earnings per share; and

2. (2)

   the information required for a strategic report 12 set out in or under6 the Companies Act 20066 and the supplementary material required under section 426A of the Companies Act 200612.

   123346