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5. Information on shareholdings, takeover defense measures
11. Information on shareholdings
11.1 Policy on shareholdings, method for verifying reasonableness of shareholdings, and details of verification of appropriateness of shareholdings for each stock conducted by the Board of Directors, etc.
The Board of Directors examines whether the Company needs to retain cross-shareholdings of listed stocks every year, comprehensively considering cost of capital, dividends, capital gains and losses, the strategic importance of the cross-shareholding, such as the value of transactions with listed companies, and business relationships. Most recently, at its meeting on March 28, 2024, the Board of Directors considered the pros and cons of holding the shares of listed companies as cross-shareholdings. Moreover, in the fiscal year ended March 31, 2024, the Board of Directors judged that there was a rationale for holding 13 stocks out of the total of 15 stocks held and two stocks were partially sold following comprehensive judgment. The Board of Directors will continue to assess whether the purpose of cross-shareholdings is appropriate on a regular basis going forward.
11.2 Criteria for exercising voting rights regarding shareholdings
The Company considers exercise of voting rights regarding shareholdings by reviewing the content of the relevant agenda, confirming with issuers when their earnings have been deteriorating over the long term or when they face corporate wrongdoing, and determining from a viewpoint that shareholdings contributes to improving the Company’s corporate value over the medium to long term and is aligned with the purpose of cross-shareholding or not.
| Number of issuers (issuer) |
Total amount on balance sheet (millions of yen) |
|
|---|---|---|
| Unlisted shares | 50 | 3,891 |
| Shares other than unlisted shares |
15 | 20,562 |
(Stocks for which the number of shares increased during the fiscal year ended March 31, 2023)
| Number of issuers (issuer) |
Total acquisition cost for increase in number of shares (millions of yen) |
Reason for increase in number of shares | |
|---|---|---|---|
| Unlisted shares | 2 | 99 | Strategic investment, etc. for the purpose of promoting business in the Group |
| Shares other than unlisted shares |
- | - | - |
(Stocks for which the number of shares decreased during the fiscal year ended March 31, 2023)
| Number of issuers (issuer) |
Total sales value associated with decrease in number of shares (millions of yen) |
|
|---|---|---|
| Unlisted shares | 1 | 8 |
| Shares other than unlisted shares |
1 | 3,561 |
(Note)
Increases or decreases in the Company’s shareholding do not include changes associated with an initial public offering, reverse stock split, stock split, stock transfer, stock swap, mergers, etc.
12. Takeover defense measure
The Company has not introduced any takeover defense measure. In the event that the Company’s shares become subject to a tender offer, the Board of Directors shall make a fair decision and provide a clear explanation of the decision to its shareholders.