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How definitive the wording is.Decision and Details
Board of Directors of HOYA Corporation (as stated for the individual matters)Additional prior disclosure by HOYA Corporation concerning the company split
Decision23 March 2026 (date of additional disclosure). The resolution dates for the individual matters are stated under the respective items.
Implementation1 April 2026 (scheduled effective date of the company split). The dates for the other individual matters are stated under the respective items.
Going forwardThe company split is scheduled to take effect on 1 April 2026. The company split of the domestic endoscope business is scheduled to take effect on 1 May 2026. The successor company is scheduled to borrow funds from the company subject to the absorption-type company split in March 2026. The acquisition period for the treasury share acquisition resolved on 30 January 2026 is from 2 February 2026 to 17 July 2026 (on a contract-date basis).
AmountDividend of surplus (year-end dividend): total dividend payment of ¥39,417 million, ¥115.00 per share; dividend of surplus (interim dividend): total dividend payment of ¥42,549 million, ¥125.00 per share; acquisition of treasury shares (resolution dated 21 August 2025): total acquisition cost capped at ¥100 billion; acquisition of treasury shares (resolution dated 30 January 2026): total acquisition cost capped at ¥100 billion; corporate and local taxes and other amounts to be cancelled as a result of the tax litigation: approximately ¥1.3 billion
Quantity / scaleCancellation of 2,736,600 treasury shares (0.79% of the total number of issued shares, excluding treasury shares); total number of issued shares after cancellation: 343,122,620; acquisition of up to 6.2 million treasury shares (1.81%); cancellation of 4,708,300 treasury shares (1.37%); total number of issued shares after cancellation: 338,414,320; acquisition of up to 5 million treasury shares (1.48%)
Reason
Further changes have arisen in the contents of the documents kept on file in advance. The cancellation of treasury shares is intended to improve capital efficiency and enhance shareholder benefits by reducing the total number of issued shares; the acquisition of treasury shares is intended to strengthen shareholder returns, improve capital efficiency, and implement an agile capital policy; and the successor company's borrowing is intended to maintain smooth business operations immediately after the business launch.
Impact on Business Performance
Receipt of the judgment in the tax litigation is not expected to have a material impact on the consolidated financial statements of the company subject to the absorption-type company split. Other impacts on financial results: not disclosed
| Item | Details |
|---|---|
| Matter Covered | Additional prior disclosure by HOYA Corporation concerning the company split |
| Decision-Making Body | Board of Directors of HOYA Corporation (as stated for the individual matters) |
| Decision Date | 23 March 2026 (date of additional disclosure). The resolution dates for the individual matters are stated under the respective items. |
| Implementation Date | 1 April 2026 (scheduled effective date of the company split). The dates for the other individual matters are stated under the respective items. |
| Amount | Dividend of surplus (year-end dividend): total dividend payment of ¥39,417 million, ¥115.00 per share; dividend of surplus (interim dividend): total dividend payment of ¥42,549 million, ¥125.00 per share; acquisition of treasury shares (resolution dated 21 August 2025): total acquisition cost capped at ¥100 billion; acquisition of treasury shares (resolution dated 30 January 2026): total acquisition cost capped at ¥100 billion; corporate and local taxes and other amounts to be cancelled as a result of the tax litigation: approximately ¥1.3 billion |
| Quantity / scale | Cancellation of 2,736,600 treasury shares (0.79% of the total number of issued shares, excluding treasury shares); total number of issued shares after cancellation: 343,122,620; acquisition of up to 6.2 million treasury shares (1.81%); cancellation of 4,708,300 treasury shares (1.37%); total number of issued shares after cancellation: 338,414,320; acquisition of up to 5 million treasury shares (1.48%) |
| Impact on Business Performance | Receipt of the judgment in the tax litigation is not expected to have a material impact on the consolidated financial statements of the company subject to the absorption-type company split. Other impacts on financial results: not disclosed |
| Reason | Further changes have arisen in the contents of the documents kept on file in advance. The cancellation of treasury shares is intended to improve capital efficiency and enhance shareholder benefits by reducing the total number of issued shares; the acquisition of treasury shares is intended to strengthen shareholder returns, improve capital efficiency, and implement an agile capital policy; and the successor company's borrowing is intended to maintain smooth business operations immediately after the business launch. |
| Governing Rule | Article 782, Paragraph 1 of the Companies Act; Article 183 of the Ordinance for Enforcement of the Companies Act; Article 183, Item 7 of the Ordinance for Enforcement of the Companies Act; Article 178 of the Companies Act; Article 459, Paragraph 1 of the Companies Act; Article 39 of the articles of incorporation of the company subject to the absorption-type company split |
| Related previous disclosures | Documents kept on file in advance since 14 November 2025; absorption-type company split agreement dated 5 November 2025; Board of Directors resolution dated 3 February 2025; Board of Directors resolution dated 21 August 2025 |
| Future plans | The company split is scheduled to take effect on 1 April 2026. The company split of the domestic endoscope business is scheduled to take effect on 1 May 2026. The successor company is scheduled to borrow funds from the company subject to the absorption-type company split in March 2026. The acquisition period for the treasury share acquisition resolved on 30 January 2026 is from 2 February 2026 to 17 July 2026 (on a contract-date basis). |
Items this document does not state (1)
Period Covered
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 further changes have arisen in the contents of these documents kept on file in advance, they are being additionally kept on file pursuant to Article 183, Item 7 of the Ordinance for Enforcement of the Companies Act. The stated reasons for the individual matters include improving capital efficiency, enhancing shareholder benefits, strengthening shareholder returns, implementing agile capital policies, and maintaining smooth business operations.
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