DISCO Corporation (hereinafter referred to as “the Company”) conducts and responds to IR meetings primarily for the purpose of constructive dialogue based on the Stewardship Code and Corporate Governance Code. These Application Terms and Conditions (hereinafter referred to as “these Terms and Conditions”) set forth the conditions and other matters applicable when applying for a meeting.
To apply for an individual meeting, you must meet one of the following conditions.
Applications submitted on behalf of another party shall be limited to those originating from a Type I Financial Instruments Business Operator providing brokerage services to institutional investors, or a foreign brokerage firm equivalent thereto (hereinafter referred to as the “Brokerage Firm”).
The authority to coordinate meetings at specific dates and times designated by our company shall be entrusted to the securities companybrokerage firm. However, the conditions stipulated in these Terms shall apply to participants in individual meetings.
(Example: If our company allocates meeting slots to a brokerage firm, participants in individual meetings shall present their meeting code, stock holding status, etc., based on these Terms.)
Please confirm that meeting participants meet the above conditions.
To conduct more constructive and efficient dialogues with institutional investors, our company has introduced the following “Meeting Code.”
Background and Purpose of Introduction
The Meeting Code serves as a framework to connect dialogue to “capital cost and share price-conscious management,” taking into account both institutional investors' fiduciary responsibilities and stewardship, as well as our company's management responsibilities and governance.
Furthermore, by coding meeting topics (e.g., quarterly results, market outlook, long-term strategy, corporate culture), we align expectations in advance and focus limited time on high-value discussions. We also define the scope of information covered per code to comply with disclosure regulations such as Fair Disclosure Rules. This approach maintains fairness toward all investors while enhancing credibility in the capital markets through explanations delivered at the necessary depth.
To establish a shared understanding of the purpose and progress of the dialogue, a meeting code will be specified in advance at the time of application and set for each meeting.
The meeting code is as follows:
Topics Covered in the Meeting Code (★★★ = In depth / primary focus, ★★ = Covered, - = Not covered)
| Introductory 1-on-1 (I-1) |
Market and Earnings Insights 1-on-1 (MEI-1) |
Long-Term Value Insights 1-on-1 (LTVI-1) |
|
|---|---|---|---|
| Business Model | ★★★ | ★★ | ★★ |
| Current Market & Earnings |
- | ★★★ | - |
| Corporate Culture & Governance |
★★ | - | ★★★ |
| Recommended Attendees | Analysts (first-time) / Generalist Investors |
Sector Specialists/ Cross-sector Analysts |
Long-term Shareholders / Responsible Investment Officers |
We will also establish a code of conduct consistent with the above for group meetings.
Regarding the analysis of market trends and performance outlooks, responses will be based on the outlook provided at the time of the earnings announcement. We will not update our market assessments during the fiscal period, nor will we alter responses or comments based on the timing of meetings (except for matters requiring Timely Disclosure).
We prioritize fairness in allocating individual meeting opportunities and will coordinate based on a comprehensive assessment of the following factors:
Note: The order of applications does not affect arrangement priority. As a result of coordination, we may offer a group meeting as an alternative to an individual meeting. Furthermore, if you do not agree to these terms, we will offer opportunities such as group meetings instead of individual meetings.
For details on our proactive engagement with investors, please refer to this page.
“To Investors Considering Purchasing DISCO Shares: Action to Implement Management that is Conscious of Cost of Capital and Stock Price”
https://www.disco.co.jp/eg/ir/mginfo/msg_share.html
The following actions are prohibited when applying:
(*) Generally determined based on entities subject to the obligation to submit large shareholding reports (Article 27-23 of the Financial Instruments and Exchange Act), but will be judged considering operational structures, etc. Applications confirmed to violate these rules will be individually declined.
In the Third Revised Edition of the Stewardship Code published by the Financial Services Agency on June 26, 2025, Guideline 4-2 clarifies that “institutional investors shall explain their holdings of shares in investee companies upon request from those companies and shall disclose their policy for responding to such requests in advance.”
Source: Financial Services Agency website “Confirmation of the Stewardship Code (Third Revised Edition)”
https://www.fsa.go.jp/en/refer/councils/stewardship/20250626.html
Based on the revised Stewardship Code, we are inquiring about your holdings of DISCO shares during individual meetings. Please provide the following information:
(*) If you have submitted a Large Shareholding Report (including if you submitted a Change Report within the last 6 months), “A) Current number of shares held and balance” is not required.
Information provided regarding your holdings of DISCO shares will be used solely within our company and will not be shared with any parties outside DISCO.
If you have not adopted the Stewardship Code, please provide your investment policy, voting policy, engagement policy, etc., during individual meetings.
The information received will be utilized for future communications related to voting rights, understanding shareholder and investor trends, and assessing the situation, aiming to enhance the quality of dialogue.
Information provided in meeting requests will be handled in accordance with our company's privacy policy. For requests originating within the EU, we comply with the GDPR. For requests from other overseas regions, we also take into account the applicable personal information protection laws and regulations of each country or region.
These Terms may be revised without prior notice at our discretion.
Where an English translation is provided, the Japanese text (original text) shall prevail. The latest version will be posted on our website.
A1. No, applications are possible.
While the terms cite “institutional investors who accept the Stewardship Code” as an example condition, applications are possible even if you do not accept it. Please present your voting policy and track record during the individual meeting.
A2. As a general rule, proxy applications are limited to brokerage firms (Type I Financial Instruments Firms or equivalent foreign brokerage firms) to verify the affiliation of meeting participants. Even if a quota is deposited with a brokerage firm, the actual participating investor must meet the conditions set forth in these terms, and we will verify the investor's information.
A3.
As stated in the regulations, our market outlook is based on the forecast at the time of earnings announcements. This is to ensure fair disclosure; we do not provide updated market outlooks during the period.
However, we will disclose any material information as it arises.
A4. To allocate individual meeting opportunities constructively and fairly, we consider factors such as your preferred meeting code, investor attributes, meeting history, and stay schedule comprehensively, rather than application order.
We state that order does not affect allocation to clarify that we do not operate on a first-come, first-served basis.
A5. We do not mechanically define specific days or months for “short-term.” The intent is to prevent excessive individual attention to the same corporation/group in practice and ensure fairness in meeting opportunities. Regular quarterly applications, for example, are acceptable. Even when we deposit quotas with brokerage firms, we may withhold responses if multiple applications are confirmed. Decisions are made flexibly, considering operational systems and application status.
A6. No, it is not mandatory.
The “shareholding trends for the most recent 3 to 5 years” mentioned in the regulations is reference information we request you provide to the extent possible. If providing this is difficult, it is sufficient to present your current investment and shareholding policies, based on your most recent balance and the URL of your publicly disclosed policy under the Stewardship Code.
If you have recently submitted a Large Shareholder Report, some information may be unnecessary.
A7.
Unauthorized recording or video recording is generally prohibited. However, if automated recording functions must operate for unavoidable business reasons, adjustments are possible by clearly specifying the scope of use and the responsible party in advance.
This does not mean “permission is granted upon declaration.” The principle remains prohibition, but it allows for compliant, transparent handling.
DISCO CORPORATION
September 2025
©2025 DISCO CORPORATION