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Management planning7367CELM,Inc.Information and Communications, Services and Others

Notice Regarding Changes to Capital Policy

The dividend policy has been changed from one based on a payout ratio of approximately 40–50% to a policy that in principle provides for progressive dividends, with the previous fiscal year's annual dividend serving as the floor. The medium- to long-term ROE target has been raised from 25% or more to 30% or more, effective from the fiscal year ending March 2027.

Worth reading
32Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
5
Increase in the ROE target (percentage points)
Wording
Conditional
How definitive the wording is.

Items stated in the management plan

Partially revised
Date of board resolution 14 May 2026 · Publication date 14 May 2026
ROE+5.0pt
基準 25Target30%

Each line is the climb from the baseline the document states to the target it sets. The slope is scaled against the largest climb in this document. For metrics expressed as percentages, differences are shown in percentage points (pt).

Statements about the use of capital
Payout ratio / DOE policyBefore the change, the policy was to provide stable and consistent dividends based on a payout ratio of approximately 40% to 50%. Following the change, the basic policy is to provide progressive dividends, with the previous fiscal year's annual dividend serving as the floor, while continuing to pay stable and consistent dividends. Applicable from the fiscal year ending March 2027.The payout ratio is the proportion of profit paid out as dividends, while DOE is the ratio of dividends to net assets.
Treasury share acquisition policyRegarding surplus funds retained over the long term, we will flexibly consider whether to repurchase shares based on market conditions and our financial position, taking into account shareholder returns, consideration for M&A transactions, talent acquisition and employee incentives, among other factors, and return the funds to shareholders.
Key initiatives
01Investment strategy, including M&A, based on the use of financial leverage
02Strengthening the foundation for repeatable earnings
03Rigorous capital discipline
Plan assumptionsWe aim to adopt IFRS in the fiscal year ending March 2028, with the fiscal years ending March 2026 and March 2027 serving as the preparation period.
Reason for revision or withdrawal

In light of progress in recent years in building a foundation for repeatable growth through improved earnings power and rigorous capital discipline, as well as the expectation that the adoption of IFRS will enable the Company to disclose profit levels that more accurately reflect underlying business conditions going forward, we determined that it was appropriate to review once again the shareholder return policy and capital efficiency targets.

Items stated in the management plan
ItemDetails
Progress against the planPartially revised
ROE target25% or higher → At least 30%
Payout ratio / DOE policyBefore the change, the policy was to provide stable and consistent dividends based on a payout ratio of approximately 40% to 50%. Following the change, the basic policy is to provide progressive dividends, with the previous fiscal year's annual dividend serving as the floor, while continuing to pay stable and consistent dividends. Applicable from the fiscal year ending March 2027.
Treasury share acquisition policyRegarding surplus funds retained over the long term, we will flexibly consider whether to repurchase shares based on market conditions and our financial position, taking into account shareholder returns, consideration for M&A transactions, talent acquisition and employee incentives, among other factors, and return the funds to shareholders.
Plan assumptionsWe aim to adopt IFRS in the fiscal year ending March 2028, with the fiscal years ending March 2026 and March 2027 serving as the preparation period.
Key initiativesInvestment strategy, including M&A, based on the use of financial leverage, Strengthening the foundation for repeatable earnings, Rigorous capital discipline
Reason for revision or withdrawalIn light of progress in recent years in building a foundation for repeatable growth through improved earnings power and rigorous capital discipline, as well as the expectation that the adoption of IFRS will enable the Company to disclose profit levels that more accurately reflect underlying business conditions going forward, we determined that it was appropriate to review once again the shareholder return policy and capital efficiency targets.
Date of board resolution14 May 2026
Publication date14 May 2026
Items this document does not state (16)
Plan namePlan periodSales TargetOperating profit targetOperating profit margin targetNet income targetROIC targetCost of capitalSelf-assessment of PBR and share priceTotal investment planInvestment amount by sectorSegment targetNon-financial targetsResults under the previous planSize of the Target MarketRisks identified

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.

In light of progress in building a foundation for repeatable growth through improved earnings power and rigorous capital discipline, as well as the expectation that the adoption of IFRS will result in the disclosure of profit levels that more accurately reflect underlying business conditions, we determined that it was appropriate to review the shareholder return policy and capital efficiency targets. We will clarify and further strengthen our capital policy in pursuit of higher capital efficiency and sustained growth in corporate value.

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Notice Regarding Changes to Capital Policy | CELM,Inc. (7367) timely disclosure | Komori