Purpose

Tokyo Century pays due respect to the spirit and intent of its Management Philosophy and Corporate Code of Conduct, as well as the Tokyo Stock Exchange’s Corporate Governance Code. The Company appropriately discloses information in accordance with laws and regulations and strives to develop fair and sound relationships with its stakeholders while fostering dialogue with shareholders and investors. The Company has established this policy to achieve these objectives and further enhance its long-term corporate value.

Scope of Information Disclosure

This policy addresses information disclosure through the following means.

Statutory Disclosures

  1. 1Disclosures based on the Financial Instruments and Exchange Act

    Annual and semiannual securities reports, internal control reports, extraordinary reports, and other related information

  2. 2Disclosures based on the Companies Act

    Business reports, financial statements, consolidated financial statements, and similar information

Disclosures Required by the Tokyo Stock Exchange

  1. 1Timely Disclosures

    Corporate decisions or events for which the Tokyo Stock Exchange requires timely disclosure

  2. 2Corporate Governance Reports

Other Information Disclosure

  1. 1Disclosure materials related to IR activities
  2. 2Integrated Reports and similar information

The Company shall disclose information beyond that required by law or timely disclosure regulations (hereinafter “voluntary disclosures”) when it deems such information useful for market participants' investment decisions and their understanding of the Company.

Information Disclosure System

The Chief Financial Officer (CFO) holds the authority to make decisions regarding timely disclosures in accordance with the rules and regulations of the stock exchange.

The Investor Relations Office, responsible for timely disclosure, shall strive to inform all departments of relevant requirements. Accordingly, each department is required to promptly notify the Investor Relations Office of any information that may require disclosure.

When information is determined to require timely disclosure, the Investor Relations Office is required to consult with the relevant departments and proceed with the disclosure procedures. The disclosure plan is submitted to the CFO for final approval. The CFO then reports to the Management Meeting, and the timely disclosure is implemented.

Basic Principles for Information Disclosure and Dialogue with Shareholders, Investors, and Other Stakeholders

The following shall be the basic principles with regard to the Company’s information disclosure and dialogue with shareholders, investors, and other stakeholders.

Compliance with Applicable Laws and Regulations

Comply with the Financial Instruments and Exchange Act, the Companies Act, and other relevant laws and regulations, as well as the rules and regulations of the stock exchange.

Transparency

Disclose information and engage in dialogue based on the facts regardless of the nature of the information.

Timeliness

Disclose information in an appropriate and timely manner once it is identified as requiring disclosure.

Fairness

Engage in dialogue with and disclose information to stakeholders in a fair manner.

Continuity

Be mindful of the continuity of the information to be disclosed.

Confidentiality

Do not disclose insider information or any other information deemed material by the Company to any third party (including unauthorized individuals within the Company) until it is publicly disclosed.

Methods of Information Disclosure

Statutory disclosures under the Financial Instruments and Exchange Act shall be made via EDINET (an electronic corporate disclosure system under the Act), while disclosures required by the Securities Listing Regulations shall be released through TDnet (a timely disclosure information transmission system provided by the Tokyo Stock Exchange). As a rule, such information shall be promptly posted on the corporate website. Timely disclosure materials shall be provided in English to ensure fair and speedy disclosure for both domestic and overseas investors. Voluntary disclosures shall be made through the Company’s website or other appropriate channels. In addition, the Company shall strive to foster a deeper understanding of its business by holding business strategy briefings for analysts and institutional investors and through publications such as the Integrated Report.

Dialogue with Shareholders, Investors, and Other Stakeholders

The CFO (hereinafter "IR Manager") shall be responsible for engaging with shareholders, investors, and other stakeholders. The president, directors, and other officers shall also endeavor to participate in such dialogues as appropriate, depending on the topic.

The IR Manager shall oversee the Investor Relations Office, which manages the practical aspects of investor engagement. The Investor Relations Office shall assist the president and directors in these activities by closely collaborating with relevant internal departments, including through regular meetings.

To facilitate the dialogue with these stakeholders, the Investor Relations Office shall hold regular meetings with relevant departments to share information and promote organic collaboration, and it shall also exchange information with operating companies as appropriate.

The IR Manager shall report regularly to the Board of Directors on the opinions and concerns of these stakeholders obtained through these dialogues, ensuring the feedback is utilized in management and business operations. Furthermore, the IR Manager shall share relevant information with senior management as appropriate.

The IR Manager, through the Investor Relations Office, shall proactively organize earnings calls and business briefings by means of the opportunities described below. They shall promote constructive dialogue with registered and beneficial shareholders of the Company's stock on topics such as medium- to long-term management strategies, capital policy, corporate governance, and response to environmental and social issues, in order to enhance corporate value and foster a deeper understanding of the Company’s management and business operations.

Major Activities

Handling Insider Information and Other Matters

Handling Insider Information in Dialogues and Other Means with Shareholders, and Investors, and Other Stakeholders

Information shall be managed with the utmost care, based on the principle that it remains unavailable to third parties (including unauthorized individuals within the Company) until it is publicly disclosed.

Quiet Period

To prevent the leakage of financial information and ensure fair disclosure, the Company observes a quiet period from the day following the closing date until the date of the earnings announcement. During this period, the Company shall refrain from commenting on or replying to inquiries related to financial information.

However, the Company shall respond to inquiries regarding information that is unrelated to earnings or has already been made public, even during a quiet period.

If the Company expects any revisions to its previously announced earnings forecasts in accordance with the Listing Rules' disclosure criteria, it shall disclose such information appropriately, even during a quiet period.

Response to Market Rumors

As a general rule, the Company shall not comment in response to inquiries about market rumors.

However, the Company shall take appropriate measures if it determines that remaining silent could have a significant impact on the Company.

Role of the Website

The Investor Relations section of the Company's website provides shareholders, investors, and other stakeholders with IR-related information in a timely and fair manner, aiming to foster a deeper understanding of the Company.

As a rule, information shall be posted on the website promptly following its disclosure. Please note, however, that there may be delays in posting information due to unexpected technical failures, and that not all disclosed information will be posted on the website.

Please also refer to the separately posted disclaimer.

Investor Relations

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