Disclosure Policy

1.Basic Stance

We declare in our “Gakken Group Charter of Corporate Conduct” that “We provide appropriate management information disclosure to establish a relationship of trust with stockholders and investors.”

We will make our efforts to improve our managerial transparency and establish social credibility by disclosing information to our shareholders, investors and other stakeholders on a continuous basis as well as in a fairly, timely and proper manner. We will, further, strive to earn a proper market evaluation by attentively listening to the expectations, opinions and feedback of our stakeholders.
 

2.Information Disclosure Standards

We will disclose our corporate information in a timely fashion in accordance with the Companies Act, the Financial Instruments and Exchange Act, and other related laws and regulations, as well as the “Rules on Timely Disclosure, etc., of Corporate Information by Issuers of Listed Securities” stipulated by the Tokyo Stock Exchange (“Timely Disclosure Rules”). In addition, we will proactively disclose any important information that we deem useful for our shareholders and investors in making their investment decisions as well as any information that we deem useful for our shareholders and investors in deepening their understanding towards us.

 

(Information Disclosure to which this Policy applies)

This Policy applies to the information disclosure and dialogs using the following means:

■Statutory Disclosure

・Disclosure under the Financial Instruments and Exchange Act (such as securities reports, quarterly reports, internal control reports, and extraordinary reports);

・Disclosure under the Companies Act (such as business reports, financial statements, and consolidated financial reports).

■Disclosure requested by the Tokyo Stock Exchange:

・Timely disclosure (such as determined facts and occurring facts which are requested to be disclosed in a timely fashion)

・Corporate governance reports.

■Other Information Disclosure

・Reference materials disclosed for investor-relations purposes, as well as for dialogs with analysts and institutional investors, etc.
 

3.Information Disclosure Methods

We will disclose information through, among other things: (a) the so-called “EDINET” which is an electronic disclosure system provided by the Financial Services Agency under which certain documents such as securities reports will be made public under the Financial Instruments and Exchange Act; (b) the so-called TDnet (or Timely Disclosure Network) provided by the stock exchange; and (c) our website. In addition, any important disclosure information such as financial performance-related reference materials will be disclosed also in English to ensure that information will be disclosed in a fair and timely fashion. Please note that when we disclose any information that does not fall within the scope of the Financial Instruments and Exchange Act or the Timely Disclosure Rules, we will do so in a proper, correct and fair manner using an appropriate manner such as through a press release or disclosure on our website.

 

4.Promotion of Investor-Relations (IR) Activities

Our Corporate Strategy Division, which is acting in a close coordination with our several related sections such as business section, management section and group companies, actively pursues dialogs with our shareholders, domestic and international institutional investors and analysts. At our results briefing, our corporate managers will deliver our clear messages regarding our management strategies and business policies, and answer questions from investors and analysts. In addition, directors in charge of respective sectors will regularly report the current status of our investor relations activities and typical opinions from the capital market, at our directors meeting at which outside directors are also present.

 

5. Prevention of Insider Trading

We have established the “Gakken Group Insider Trading Prevention Rules” with the aim of preventing any insider trading by properly managing our important corporate information and disclosing information in a fairly fashion. We have strived to fully familiarize all personnel within our Corporate Group, with the Rules.

6.Handling of Business Forecasts and Future Information

Of the business forecasts, strategies, policies, goals, etc., disclosed by us, statements other than those related to any past facts are forward-looking statements, and they are based on our plans, expectations and judgements which are built on certain information currently available to us as well as certain assumptions which are deemed reasonable. Please, therefore, note that actual business results, etc., may substantially differ from the disclosed forecasts due to various risks and other uncertainties.

 

7.Quiet Period

With a view towards preventing unauthorized disclosure of financial results information and securing the legal compliance as well as the fairness of information disclosure, we have set a “Quiet Period” between the day following the book closing date of the quarterly financial results and the date of each financial results announcement. During this period, we will refrain from answering or commenting on any questions regarding our business results. If it is anticipated, however, that the business results may substantially differ from our prior prospects, it will be announced in an appropriate manner in accordance with the Timely Disclosure Rules and other similar rules.