#Densan

Densan Corporation discloses its relationships and transaction status with its parent company shareholders for fiscal year 2026 ending in March 2026, explaining its connections with Shinetsu Broadcasting and TOPPAN Edge. Capital policies and concurrent officer positions are also detailed, indicating aspects of its business strategy.

Densan plans to dispose of 11,700 treasury shares at 2,436 yen per share on August 13, 2026, as part of a stock compensation scheme for executives. The scheme includes a 30-year transfer restriction and grants shares to 8 directors.

Tokei Densan Co., Ltd. achieved sales of 5,483 million yen (up 4.3% YoY) and net income of 1,475 million yen (up 18.0% YoY) in the first quarter of FY8. Segments such as systems operations and hardware sales performed steadily, demonstrating solid growth. Although lease and real estate rental businesses declined due to some asset disposals, overall performance remained robust.

Upward Co., Ltd. holds 52.4% of voting rights, and its representative concurrently serves as our Representative Director. The board of directors comprises 10 members, including 4 outside directors, ensuring independence.

The exercise price of stock options was fixed at 4,270 yen, the closing price of the Tokyo Stock Exchange on April 1, 2026, determining the issuance details of stock options for directors and employees.

Tokei Densan Co., Ltd. changed the title of Representative Director Eiki Koda from 'Representative Director Chairman & Executive Officer' to 'Representative Director Chairman' effective March 26, 2026.

The Company has resolved to issue 1,400 subscription warrants for a total of 140,000 common shares to one director and twelve employees, with an exercise period from April 1, 2034 to March 26, 2036.

The year-end dividend for the fiscal year ending December 2025 is planned at 110.50 yen per share with a total dividend amount of 1,985 million yen, scheduled for resolution at the shareholders meeting on March 26, 2026.

220,000 share subscription rights (equivalent to 1.2% of total outstanding shares) to be allocated free of charge. Allocation date is April 1, 2026, with an exercise price floor of 2,091 JPY.

At the Annual General Meeting of Shareholders scheduled for March 26, 2026, changes in directors and audit and supervisory committee members will be formally approved. Two candidates for new directors, one director scheduled to resign, two new audit and supervisory committee member candidates, and two members scheduled to resign are proposed.

For the December 2025 fiscal year, consolidated net sales were JPY 20,835 million (6.1% YoY increase), operating income JPY 6,270 million (12.5% YoY increase), net income attributable to owners of parent JPY 5,374 million (19.5% YoY increase), with an annual dividend planned at JPY 173.

Revised the annual dividend forecast for the current term from 167.50 yen to 173.00 yen. The year-end dividend was raised from 105.00 yen to 110.50 yen, to be resolved at the shareholders' meeting on March 26, 2026.