Basic Policy on Distribution of Profits and Dividends

Nihon Kohden recognizes that returning profits to shareholders is one of management’s most important tasks. The basic policy on distribution of profits and dividends is to make investments for future business expansion and enhance shareholder returns as well as securing a sound financial foundation. The priority for distribution of profits is i) investment necessary for future business expansion used in R&D investments, capital investments, M&A or alliances, and development of human resources, and ii) shareholder returns. In terms of shareholder returns, the Company will increase dividends in a stable manner in line with growth in business performance. Share buybacks are conducted in a flexible manner, taking into account comprehensively the Company’s future business deployment, investment plans, retained earnings, and stock price level. The indicator and target for shareholder returns is a consolidated total return ratio of 35% or more. 
In FY2024, the full-year dividend was 31 yen, resulting in a consolidated total return ratio of 107%, including the acquisition of own shares of 10 billion yen from August 2024 to March 2025. 
Effective July 1, 2024, each share of common stock was split into two shares. The Company also cancelled 5.5 million shares of its treasury shares on July 19, 2024.

Information Disclosure Policy

The Nihon Kohden Charter of Conduct requires that we aim for highly transparent management by fair and proper disclosure of corporate information to shareholders and society. We disclose Nihon Kohden Group-related information in a timely, appropriate, fair, and easy-to-understand manner. We seek to deepen understanding and trust from all stakeholders and gain appropriate evaluation of the Company.

Organizational Structures of IR

The Company has appointed the president and general manager of the Corporate Strategy Division as persons in charge of information disclosure in accordance with the Information Disclosure Rules in order to ensure the consistency and transparency of the information disclosure. The Corporate Strategy Division, which bears responsibility for IR activities, endeavors to realize constructive dialogue with shareholders and enhance information disclosure by collecting necessary information in cooperation with relevant departments such as finance, sales operations, and R&D.

Relay Investor Feedback to Management

The Corporate Strategy Division, which bears responsibility for IR activities, relays the views of shareholders and investors through dialogue to directors, management operating officers, operating officers, and relevant departments for sharing and using information. 
In FY2024, the Company promoted initiatives; implementing its Three-year Business Plan and enhancing disclosure on the progress, making investments for growth and share buybacks in line with its capital policy and cash allocation policy, holding an meeting about Ad-Tech in the U.S., introducing an Employee Stock Ownership Plan, implementing and monitoring recurrence prevention measures in response to the compliance matter, enhancing sustainability information disclosure including assessment of business impact based on the TCFD recommendations, enhancing IR information disclosure, and strengthening its governance such as ensuring the independence and diversity of the Board of Directors. 

Control Insider Information

The Company has adopted a quiet period in which it will not respond to comments or questions in order to prevent information leaks of financial information and to ensure fairness in its information disclosure practices in accordance with the Information Disclosure Policy. Measures to control insider information when engaging in dialogue are provided in the Information Disclosure Rules and thoroughly notified to the management and employees.