Basic Policy on Information Disclosure and Dialogue with Shareholders

Basic Policy

ASKUL proactively and impartially discloses information in accordance with applicable laws and regulations for shareholders and investors, including management-related matters and the status of business activities.
Company Information is disclosed in a timely and appropriate manner, with efforts made to ensure accuracy at all times and, when necessary, consider the necessity of maintaining confidentiality. In addition to information that must be disclosed due to legal requirements, ASKUL makes proactive efforts to disclose non-financial information such as ESG factors.
ASKUL views the disclosure of information as one of its most critical management responsibilities and strives to ensure information is easily understandable and highly useful for shareholders, investors, and other stakeholders.

ASKUL Disclosure Policy

The Company proactively and impartially discloses information in accordance with applicable laws and regulations for shareholders and investors, including management-related matters and the status of business activities (the “Company Information”).
Company Information is disclosed in a timely and appropriate manner, with efforts made to ensure accuracy at all times and, when necessary, consider the necessity of maintaining confidentiality. In order to ensure the reliability of financial and tax accounting records and reports, the Company shall conduct accurate and proper accounting procedures in accordance with corporate accounting standards that are generally accepted as fair and appropriate, relevant laws and regulations, and internal rules, and shall not prepare inaccurate or false records. With regard to records and reports concerning the duties and operations of Directors, Audit & Supervisory Board members, employees, contract employees, and part-time employees, the Company shall also accurately and faithfully prepare such records and reports in accordance with relevant laws and regulations and internal rules, and shall not prepare inaccurate or false records, and shall make efforts to present such records and reports in an understandable manner.
In addition to information that must be disclosed due to legal requirements, the Company makes proactive efforts to disclose non-financial information such as the ASKUL WAY, policies, risks, governance, and matters related to the Company’s relationship with society, including environmental and social contribution activities (so-called ESG factors).
Moreover, taking into consideration the ratio of overseas investors, etc., the Company will disclose corporate information that is required to be disclosed under the Securities Listing Regulations established by the Tokyo Stock Exchange, Inc. and that is useful to shareholders on TDnet and its own English website as soon as possible after translating such information into English.
The Company views the disclosure of information as one of its most critical management responsibilities and strives to ensure information is easily understandable and highly useful for shareholders, investors, and other stakeholders.

Information Disclosure

1. Standards

The Company discloses material information about the Group in a timely and appropriate manner in accordance with the statutory disclosure requirements such as the Companies Act and the Financial Instruments and Exchange Act, as well as the Rules on Timely Disclosure of Corporate Information by Issuer of Listed Securities established by the Tokyo Stock Exchange, on which its shares are listed. The Company also proactively disclose information that it believes is useful to shareholders, investors, and other stakeholders, even if it is not required by law or the Rules on Timely Disclosure of Corporate Information.

2. Methods

In addition to disclosing information required by laws and regulations in accordance with such laws and regulations, the Company will disclose important information that falls under the Rules on Timely Disclosure through TDnet (Timely Disclosure network) provided by the Tokyo Stock Exchange, and will also post such information on its website, etc. as promptly as possible. Other information will also be disclosed in a manner that is easily accessible to stakeholders, such as by posting it on its website.

3. Structure

With the aim of enhancing management transparency through appropriate disclosure of information about the Company and the Group, decisions on disclosure are made by the Information Disclosure Committee. The Information Disclosure Committee members consist of the person responsible for handling information, Executive Officers, Vice Executive Officers, and General Managers of divisions in charge of investor relations, public relations, finance, corporate planning, and accounting, as well as Executive Officers, Vice Executive Officers, etc., of divisions in charge of legal affairs, CSR, general affairs, and human resources.

Basic Policy on Constructive Dialogue with Shareholders

The Company believes that dialogue with shareholders and investors is important in aiming for sustainable growth. Executive Officers of a division in charge of investor relations will be responsible for dialogue with shareholders and investors, and will discuss the method of response with the Representative Director and President, Directors in charge, Executive Officers in charge, etc., and take appropriate measures to respond.
As an internal measure to support dialogue with shareholders, the Company has established the Information Disclosure Committee chaired by the Director in charge of information handling, who is also the Director in charge of information disclosure and consisting mainly of the managers of administrative division. The Information Disclosure Committee deliberates and decides on necessary matters concerning timely disclosure, corporate information that is required to be disclosed under the Securities Listing Regulations established by the Tokyo Stock Exchange, Inc. In addition to this, when disclosing and explaining financial results, etc., the division in charge of investor relations takes the lead in holding meetings with the Representative Director and President, Directors in charge, Executive Officers in charge, corporate planning division, accounting division, general affairs division, legal affairs division, and other related divisions to exchange opinions based on their respective professional perspectives, and to cooperate in responding to and supporting dialogue with shareholders.
In principle, the Representative Director, Directors, senior management and Executive Officers will handle actual dialogues with shareholders, taking into consideration the shareholders’ intentions and the main concerns of the meeting. Fair disclosure rules will be respected, with the utmost care taken to avoid leakage of insider information.
Opinions, requests, concerns, etc., gained through dialogue are reported and shared at the Management Meeting every quarter and twice a year (after and second and fourth quarters) at the Board of Directors’ meetings, and actively used to not only to review the company’s management strategies, etc., but also provided as feedback to all employees via internal webinars, making use of the information to further improve corporate value.

Quiet Period

ASKUL observes a quiet period from the day following the end of each quarter to the day of the announcement of the relevant quarterly financial results to prevent the divulgence of important information and ensure fairness, During this period, we refrain from conducting interviews and answering any inquiries related to financial results.
If a fact that is subject to timely disclosure occurs during the quiet period, however, ASKUL will disclose the information in accordance rules on timely disclosure.

Forward-Looking Statements

Information and forward-looking statements disclosed by ASKUL such as earnings forecasts, strategies, and management policies are based on the information ASKUL has obtained to date excluding historical facts and on certain assumptions it considers reasonable. As such, these forecasts and statements are not intended as a commitment by the Company to achieve them. Note also that actual results and other future events may differ materially from these forecasts and statements due to a variety of factors such as the economic and business environment surrounding ASKUL in the future.