Establishment of a Third-Party Committee Regarding Interim Dividends Paid in Prior Fiscal Years in Excess of the Distributable Amount
Nihon M&A Center Holdings Inc.
Interim dividends paid in December 2024 and December 2025, and the subsequent purchase of fractional shares of less than one share, 4 transactions in total
Company response
A third-party committee was established pursuant to a resolution of the Board of Directors dated 7 October 2026. The chair is Minato Nobuaki (湊信明) (Minato Sogo Law Office, attorney-at-law), and the members are Nosaka Mariko (野坂真理子) (same law firm, attorney-at-law), Nomura Natsuko (野村奈津子) (same law firm, attorney-at-law), Nakai Yudai (中飯裕大) (same law firm, attorney-at-law), and Ogasawara Nao (小笠原直) (Avantia Audit Corporation, certified public accountant). The third-party committee will begin its investigation on 8 October 2026.
(4) Recommendations on measures to prevent recurrence
The company will consider whether the directors and others involved in this matter bear any responsibility. Specific disciplinary action and other details: Not disclosed
Total purchase price for fractional shares: ¥18,451. Excess amount of the interim dividends, specific impact on consolidated results and accounting classification: Not disclosed
The company believes that the impact of this matter on its consolidated results will be immaterial. Whether the company will revise its earnings forecasts and the revised figures: Not disclosed
Related procedures
Investigation by a third-party committee
The company will fully cooperate with the third-party committee's investigation and consider its future policies in light of the investigation results. The company plans to receive the investigation report by late October 2026, although this may change depending on the progress of the investigation.
When the company receives the investigation report, it will promptly disclose its contents and the measures to prevent recurrence. The company will also promptly disclose any matters that arise in the future and require disclosure.
| Item | Details |
|---|---|
| Event name | Establishment of a Third-Party Committee Regarding Interim Dividends Paid in Prior Fiscal Years in Excess of the Distributable Amount |
| Date of occurrence | December 2024 and December 2025 (periods in which interim dividends were paid) |
| Subject Entity | Nihon M&A Center Holdings Inc. |
| Target Locations / Products | Interim dividends paid in December 2024 and December 2025, and the subsequent purchase of fractional shares of less than one share, 4 transactions in total |
| Amount of Impact on Business Performance | Total purchase price for fractional shares: ¥18,451. Excess amount of the interim dividends, specific impact on consolidated results and accounting classification: Not disclosed |
| Impact on Earnings Forecast | The company believes that the impact of this matter on its consolidated results will be immaterial. Whether the company will revise its earnings forecasts and the revised figures: Not disclosed |
| Type of litigation or proceeding | Investigation by a third-party committee |
| Investigation structure | A third-party committee was established pursuant to a resolution of the Board of Directors dated 7 October 2026. The chair is Minato Nobuaki (湊信明) (Minato Sogo Law Office, attorney-at-law), and the members are Nosaka Mariko (野坂真理子) (same law firm, attorney-at-law), Nomura Natsuko (野村奈津子) (same law firm, attorney-at-law), Nakai Yudai (中飯裕大) (same law firm, attorney-at-law), and Ogasawara Nao (小笠原直) (Avantia Audit Corporation, certified public accountant). The third-party committee will begin its investigation on 8 October 2026. |
| Measures to prevent recurrence | (4) Recommendations on measures to prevent recurrence |
| Directors' and officers' liability | The company will consider whether the directors and others involved in this matter bear any responsibility. Specific disciplinary action and other details: Not disclosed |
| Outlook | The company will fully cooperate with the third-party committee's investigation and consider its future policies in light of the investigation results. The company plans to receive the investigation report by late October 2026, although this may change depending on the progress of the investigation. |
| Planned follow-up disclosure | When the company receives the investigation report, it will promptly disclose its contents and the measures to prevent recurrence. The company will also promptly disclose any matters that arise in the future and require disclosure. |
Items this document does not state (13)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Because the company determined that it was necessary for an independent third party to investigate the facts, determine the causes and consider the responsibilities of the parties involved, and to receive recommendations on measures to prevent recurrence.