Morinaga & Co., Ltd.

1. Standards for Information Disclosure

Our company will conduct business in compliance with laws and with a high sense of ethics; in addition, the company will endeavor to disclose management information and ensure transparency by providing information to shareholders and investors in a timely manner. In accordance with the Companies Act, Financial Instruments and Exchange Act, and other related laws and ordinances, as well as the Rules on Timely Disclosure of Corporate Information by Issuers of Listed Securities (hereinafter referred to as “Timely Disclosure Rules”) prescribed by stock exchanges, we will disclose corporate performance outlook information and other important information accurately and promptly via our company’s website.

2. Information Disclosure Methods

In accordance with the Timely Disclosure Rules, information to which the said rules apply will be disclosed via the TD-NET provided by the Tokyo Stock Exchange and the ED-NET provided by the Financial Services Agency. Our company regards this website as an important source for sharing information with shareholders and investors. As far as possible, we will therefore proactively, fairly, and impartially disclose information that will benefit shareholders’ and investors’ understanding of our company, including information to which the Timely Disclosure Rules do not apply. However, there may be instances when not all of the information disclosed by our company is posted on this website. In addition, there may be instances when the information disclosed on this website may be expressed differently from information disclosed via other means.

3. Prevention of Insider Trading

Article 30 of the Order for Enforcement of the Financial Instruments and Exchange Act (the “12-Hours” rule)—which is a condition for fulfilling disclosure requirements under insider trading regulations—was revised on February 1, 2004. Disclosure requirements under insider trading regulations are deemed to have been completed at the point when company information to which the Timely Disclosure Rules apply is disclosed to media organizations while simultaneously disclosed on the company website for the prescribed self-regulatory period. Accordingly, company information to which the Timely Disclosure Rules apply and important company information deemed to influence investment decisions will be registered with TD-NET and ED-NET, after which the said information will be promptly posted on this website.

4. Silent Period

In order to prevent leakage of settlement (including quarterly settlement) information and ensure fairness, our company observes a period of silence from the day after the day accounts are settled until the day the settlement is announced. During this period, we refrain from answering questions or commenting on the settlement or performance outlook. However, if, during this period of silence, the possibility arises that performance will differ significantly from the performance projections, information will be disclosed as appropriate in accordance with the Timely Disclosure Rules.

5. Disclosure of Information to a Third Party and Performance Projections by a Third Party

6. Main Efforts for Promoting Constructive Dialogue with Shareholders

Our company’s IR activities are supervised by our Corporate Communications Division and carried out by full-time IR personnel. Executive officers and all company divisions, beginning with the Business Strategy Division, provide information for carrying out IR activities as necessary. Our company’s main IR activities are as follows.

・General Meeting of shareholders (held once a year)
・Briefings for institutional investors and analysts (held twice a year)
・Interviews with investors; responding to media interviews (as required)
・Operation of an IR-related section on the company website

Furthermore, in order to promote constructive dialog with our shareholders, the company is implementing the following measures.
(i)Overall dialog with shareholders is supervised by the division chief in charge of IR.
(ii)To enable coordination among the company divisions involved in supporting dialog with shareholders, we have established an IR Committee comprising company directors and managers to decide IR policies. In accordance with these policies, divisions responsible for IR coordinate with other related divisions to ensure smooth dialogue with shareholders.
(iii)As a means of communicating with institutional investors and analysists outside of individual interviews, we conduct briefings for institutional investors and analysists and operate an IR-related section on the company website.
(iv)Opinions we receive through briefings held for institutional investors and analysists are reported to the Board of Directors.
(v)We have implemented and enforce insider trading management rules and confidentiality management rules in order to manage insider information and prevent doubts regarding trading from arising in our dialogue with shareholders.

7. Other

When searching for information about our company on this website, please refer to not only this Disclosure Policy but also disclaimers, which are provided separately.