Worth reading
78Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
2923
Excess over the distributable amount (¥ million)Wording
Conditional
How definitive the wording is.Decision and Details
Board of DirectorsReceipt of the third-party committee's investigation report on the acquisition of treasury shares in excess of the distributable amount and future response
Decision1 June 2026 (date of receipt of the investigation report and announcement of the response). Resolution to establish the third-party committee: 21 May 2026
Period CoveredAs of the acquisition of treasury shares on 5 December 2025 and the end of the fiscal year ending March 2026
Implementation5 December 2025 (acquisition of treasury shares completed)
Going forwardBased on the recommendations of the third-party committee, the company will implement measures to prevent recurrence, including measures relating to the division of responsibilities, business processes, checking systems and training for calculating and verifying the distributable amount, and will strengthen and enhance its internal control framework.
AmountTotal acquisition cost: ¥8,499,836,800; maximum total acquisition cost: ¥8,500,000,000; distributable amount: ¥5,576 million; excess amount: ¥2,923 million; deficit at fiscal year-end: ¥229,041,713; carrying amount of treasury shares held in the trust account: ¥3,805 million; distributable amount without deducting the trust account holdings: ¥9,989 million
Quantity / scale4,464,200 treasury shares acquired (maximum: 4,464,200 shares). Third-party committee members: 3. Investigation period: 21 May to 1 June 2026
Reason
Unclear division of responsibilities relating to the distributable amount regulations, insufficient knowledge, coordination and verification systems among the relevant departments, insufficient knowledge among directors and officers and deficiencies in the framework for avoiding the risk of legal violations, and insufficient consultation with specialists
Impact on Business Performance
The excess has no impact on the company's results. The dividend for the fiscal year ended March 2026 and the dividend forecast for the fiscal year ending March 2027 will remain unchanged from the earnings report dated 13 May 2026.
| Item | Details |
|---|---|
| Matter Covered | Receipt of the third-party committee's investigation report on the acquisition of treasury shares in excess of the distributable amount and future response |
| Decision-Making Body | Board of Directors |
| Decision Date | 1 June 2026 (date of receipt of the investigation report and announcement of the response). Resolution to establish the third-party committee: 21 May 2026 |
| Implementation Date | 5 December 2025 (acquisition of treasury shares completed) |
| Period Covered | As of the acquisition of treasury shares on 5 December 2025 and the end of the fiscal year ending March 2026 |
| Amount | Total acquisition cost: ¥8,499,836,800; maximum total acquisition cost: ¥8,500,000,000; distributable amount: ¥5,576 million; excess amount: ¥2,923 million; deficit at fiscal year-end: ¥229,041,713; carrying amount of treasury shares held in the trust account: ¥3,805 million; distributable amount without deducting the trust account holdings: ¥9,989 million |
| Quantity / scale | 4,464,200 treasury shares acquired (maximum: 4,464,200 shares). Third-party committee members: 3. Investigation period: 21 May to 1 June 2026 |
| Impact on Business Performance | The excess has no impact on the company's results. The dividend for the fiscal year ended March 2026 and the dividend forecast for the fiscal year ending March 2027 will remain unchanged from the earnings report dated 13 May 2026. |
| Reason | Unclear division of responsibilities relating to the distributable amount regulations, insufficient knowledge, coordination and verification systems among the relevant departments, insufficient knowledge among directors and officers and deficiencies in the framework for avoiding the risk of legal violations, and insufficient consultation with specialists |
| Governing Rule | Companies Act, Ordinance for Company Calculation, Article 461 of the Companies Act, Article 436, paragraph 3 of the Companies Act, Article 465, paragraph 1 of the Companies Act, and matters subject to resolutions of the Board of Directors under the Companies Act and the company's Articles of Incorporation |
| Related previous disclosures | Notice Regarding the Establishment of a Third-Party Committee Concerning the Acquisition of Treasury Shares in Excess of the Distributable Amount, dated 21 May 2026; Notice Regarding the Reduction in the Amounts of the Capital Reserve and Retained Earnings Reserve, dated 21 May 2026; earnings report dated 13 May 2026; Notice Regarding the Results and Completion of the Acquisition of Treasury Shares through an Off-Auction Purchase (ToSTNeT-3), dated 5 December 2025 |
| Future plans | Based on the recommendations of the third-party committee, the company will implement measures to prevent recurrence, including measures relating to the division of responsibilities, business processes, checking systems and training for calculating and verifying the distributable amount, and will strengthen and enhance its internal control framework. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The causes identified were unclear divisions of responsibilities relating to the distributable amount regulations, insufficient knowledge, coordination and verification systems among the relevant departments, insufficient knowledge among directors and officers and deficiencies in the framework for avoiding the risk of legal violations, and insufficient prior consultation with specialists such as the audit firm and lawyers.
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