Investigation Results and Measures to Prevent Recurrence Regarding the Previous Fiscal Year’s Interim Dividend That Exceeded the Distributable Amount
MEITEC Group Holdings Inc.
Insufficient understanding among officers and employees of the regulations governing distributable amounts, deficiencies in the management framework for distributable amounts, overconfidence arising from the existence of ample retained earnings in prior periods, and insufficient consideration of the risks associated with the company's transition to a pure holding company structure.
Company response
An investigation team of external experts, whose establishment was resolved on 11 May 2026, comprising attorney Hirao Satoru (平尾 覚), attorney Uchida Masato (内田 雅人), and certified public accountant Kawae Kenji (河江 健史). The investigation was conducted from 11 May to 27 May 2026.
(1) Education and training for officers and employees (2) Establishment of an appropriate management framework (3) Identification of risk areas in business operations
The directors who agreed to the resolution on the interim dividend in question have offered to repay 10% to 30% of 1 to 3 months' worth of their fixed monthly compensation.
The total dividend for the interim dividend in question was approximately ¥6.948 billion, exceeding the appropriate distributable amount of approximately ¥3.469 billion by approximately ¥3.479 billion. Recognition of an extraordinary loss, etc.: not disclosed
The company will implement measures to prevent recurrence and work to establish a stronger internal control framework. The year-end dividend for the fiscal year ended March 2026 will be set at ¥106 per share, and a proposal will be submitted to the Annual General Meeting of Shareholders scheduled for late June 2026.
| Item | Details |
|---|---|
| Event name | Investigation Results and Measures to Prevent Recurrence Regarding the Previous Fiscal Year’s Interim Dividend That Exceeded the Distributable Amount |
| Date of occurrence | 28 November 2025 (the effective date of the interim dividend in question) |
| Date recognized / date notice received | 6 May 2026 (identified following a comment by the accounting auditor) |
| Subject Entity | MEITEC Group Holdings Inc. |
| Cause | Insufficient understanding among officers and employees of the regulations governing distributable amounts, deficiencies in the management framework for distributable amounts, overconfidence arising from the existence of ample retained earnings in prior periods, and insufficient consideration of the risks associated with the company's transition to a pure holding company structure. |
| Amount of Impact on Business Performance | The total dividend for the interim dividend in question was approximately ¥6.948 billion, exceeding the appropriate distributable amount of approximately ¥3.469 billion by approximately ¥3.479 billion. Recognition of an extraordinary loss, etc.: not disclosed |
| Investigation structure | An investigation team of external experts, whose establishment was resolved on 11 May 2026, comprising attorney Hirao Satoru (平尾 覚), attorney Uchida Masato (内田 雅人), and certified public accountant Kawae Kenji (河江 健史). The investigation was conducted from 11 May to 27 May 2026. |
| Measures to prevent recurrence | (1) Education and training for officers and employees (2) Establishment of an appropriate management framework (3) Identification of risk areas in business operations |
| Directors' and officers' liability | The directors who agreed to the resolution on the interim dividend in question have offered to repay 10% to 30% of 1 to 3 months' worth of their fixed monthly compensation. |
| Outlook | The company will implement measures to prevent recurrence and work to establish a stronger internal control framework. The year-end dividend for the fiscal year ended March 2026 will be set at ¥106 per share, and a proposal will be submitted to the Annual General Meeting of Shareholders scheduled for late June 2026. |
Items this document does not state (15)
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.Insufficient understanding among officers and employees of the regulations governing distributable amounts, deficiencies in the management framework for distributable amounts, overconfidence arising from the existence of ample retained earnings in prior periods, and insufficient consideration of the risks associated with the transition to a pure holding company structure.