Communication (Dialogue) with Shareholders; Shareholders’ Meetings

Last update: June 2, 2021

1Dialogue with shareholders and IR·SR activity policy
[CGC Principle 5.1]

The Company conducts IR·SR activities based on the following policy. Our aim is to contribute to the increase in corporate value over the medium to long term and sustainable growth of the Company, and to provide shareholders, investors, and all other stakeholders with a better understanding of the Company so that they can evaluate it appropriately.

(1) Basic Policy on Constructive Dialogue with Shareholders and Investors

Constructive dialogue with shareholders and investors contributes to the increase in corporate value over the medium to long term and sustainable growth of the Company. Our policy on such dialogue is determined by the Board of Directors.

1. The Company has a dedicated department (the Investor & Shareholder Relations Department) responsible for planning and execution of activities for dialogue with shareholders and investors.

2. The Investor & Shareholder Relations Department is responsible for overall dialogue with shareholders and investors, and the president is in charge of it. The president, directors, and so forth strive to meet with shareholders and investors personally to the extent reasonable, in accordance with their wishes and the main topics of dialogue.

3. The Investor & Shareholder Relations Department has regular meetings with the relevant departments to promote smooth dialogue with shareholders and investors. The meetings facilitate the cooperation within the Company, such as information sharing, and the department also conducts appropriate exchange of information with the respective operating companies.

4. The opinions, wishes, concerns, and so forth gathered through dialogue with shareholders and investors are reported to management and the Board of Directors meetings as required, so that they can be reflected in management activities and business operation.

5. The Company holds the Shareholders’ Meetings and individual meetings, as well as proactive quarterly financial results briefings and briefings at operating companies. In addition, the Company advances constructive dialogue to increase corporate value regarding the medium to long term management strategies, capital policies, corporate governance, responses to environmental and social issues, and so forth with the shareholders recorded in the shareholders’ registry and the shareholders who effectively hold the Company’s shares. In doing so, the Company strives to promote deeper understanding of its management activities and business operations among shareholders and investors.

6. To ensure that material information is not selectively presented only to certain people in the dialogue with shareholders and investors, the Company has determined the basic policy on information disclosure, and rigorously manages material information.
Further, the information management supervisor of the Company is appointed and strives to prevent external leakage of material information and insider trading.

7. The Company will regularly assess the shareholder composition on the shareholders’ registry. In addition, the Company will conduct a survey to determine the shareholders who effectively hold the Company’s shares and use the results for constructive dialogue with shareholders and investors.

Annual IR/SR schedule (FY2020)

Q1 Mar. Securities company conference, Seven-Eleven Japan (SEJ) Merchandising Strategy Presentation
Apr. Financial Results Presentation for the Fiscal Year, Small Financial Results Meeting, Overseas IR
May Announcement of 『GREEN CHALLENGE 2050』
Q2 Jun. Securities company overseas conference, release of first “Seven & i Management Report”
Jul. Financial Results Presentation for Q1 (Teleconference), ESG Meeting
Aug. ESG Meeting
Q3 Sep. Securities company conference, SEJ Merchandising Strategy Presentation
Oct. Financial Results Presentation for Q2, Small Financial Results Meeting, Overseas IR
Nov. Start of SR activities (domestic/overseas)
Q4 Dec. Securities company conference
Jan. Financial Results Presentation for Q3 (Teleconference), launch of site for individual shareholders

Annual IR/SR schedule (FY2021) Updated

Q1 Mar.
Apr. Financial Results Presentation for the Fiscal Year (Teleconference), Small Financial Results Meeting
May
Q2 Jun.
Jul. Financial Results Presentation for Q1 (Teleconference), Small Financial Results Meeting
Aug. 7-Eleven, Inc. Business Presentation
Q3 Sep. Securities company conference
Oct. Financial Results Presentation for Q2 (Teleconference), Small Financial Results Meeting, SEJ Merchandising Strategy Presentation
Nov. Securities company conference
Q4 Dec.
Jan. Financial Results Presentation for Q3 (Teleconference), Small Financial Results Meeting
Feb. Securities company conference, Small Financial Results Meeting, revision of “Seven & i Management Report,” SR activities

External recognition Updated

2016 Institutional Investor: Most Honored Company
2017 Award for Excellence in Corporate Disclosure from The Securities Analysts Association of Japan:
“Companies with Notable Improvements in Disclosure”; By industry: 3rd place in retail industry
Nikko Investor Relations: All Japanese Listed Companies’ Website Ranking in 2016; Overall: Best website; By industry: Excellent website
Nikko Investor Relations: All Japanese Listed Companies’ Website Ranking in 2017; Overall: Best website
2018 Most-improved Integrated Report, selected by GPIF’s asset managers entrusted with domestic equity investment
JIRA 25th Anniversary Commemorative Award for “Companies with Greatest Improvement in IR” from the Japan Investor Relations Association
Nikko Investor Relations: All Japanese Listed Companies’ Website Ranking in 2018; Overall: Excellent website
2019 Excellent Corporate Governance Report, selected by GPIF’s asset managers entrusted with domestic equity investment
Nikko Investor Relations: All Japanese Listed Companies’ Website Ranking in 2019; Overall: Excellent website
2020 Most-improved Integrated Report, selected by GPIF’s asset managers entrusted with domestic equity investment
Nikko Investor Relations: All Japanese Listed Companies’ Website Ranking in 2020; Overall: Best website

(2) Basic Policy on Information Disclosure

The Company’s basic policy is to provide fair and highly transparent information disclosure to shareholders, investors, and all other stakeholders. To obtain a correct evaluation of its corporate value, the Company conducts proper information disclosure in line with applicable laws and regulations as well as securities exchange listing rules. Moreover, to assist all stakeholders to deepen their understanding of the Company, we also strive to actively disclose information judged likely to have an impact on shareholder and investor decisions, even if the information is not subject to disclosure obligations under applicable laws and regulations or securities exchange listing rules.

1. Standard for Disclosure

The Company considers the following information to require disclosure.

i) Information for statutory or timely disclosure
Information requiring disclosure under laws and regulations such as the Financial Instruments and Exchange Act and the Companies Act
Information requiring disclosure under the securities exchange listing rules, such as those set out by the Tokyo Stock Exchange

ii) Information for discretionary disclosure
Information that is likely to have an impact on shareholders and investors investment decisions, even though it is not information described in i).

2. Information Disclosure Methods

Statutory disclosures under the Financial Instruments and Exchange Act are disclosed through EDINET (electronic disclosure system for disclosure documents such as annual securities reports in accordance with the Financial Instruments and Exchange Act), while information disclosures required by securities exchange listing rules and so forth are disclosed through TDnet (timely disclosure information transmission system provided by the Tokyo Stock Exchange). In principle, all disclosures are also promptly posted on the Company’s website. Timely disclosure materials are also provided in English, so that information can be disclosed fairly and promptly not only with in Japan, but also to overseas markets. Discretionary disclosures are made appropriately, such as by posting on the Company’s website. The Company strives to help stakeholders gain a deeper understanding of its businesses by holding business strategy briefings for domestic analysts and institutional investors and publishing an Integrated Report, Corporate Outline, and so forth.

3. Quiet Period

The Company observes a quiet period from the day following the financial closing date until the day of announcement of financial results in order to prevent financial information leaks and ensure fair disclosure. During this period, the Company refrains from making comments or answering questions regarding its financial results.
 However, even during the quiet period, the Company will respond to inquiries regarding information that does not relate to its financial results or information that has already been publicly disclosed.
 Moreover, if any major event requiring disclosure under the securities exchange listing rules and so forth occurs during the quiet period, for example if the results are expected to deviate significantly from the earnings forecast, the Company makes a public announcement appropriately in line with the securities exchange listing rules and so forth.

Quiet period

Quiet period Quiet period

4. Forward-Looking Statements

The information disclosed by the Company may contain forward-looking statements. These statements are based on management’s judgment in accordance with materials available to the Company at the time of disclosure, with future projections based on certain assumptions. The forward-looking statements therefore incorporate various risks, estimates, and uncertainties, and as such, actual results and performance may differ from the future outlook included in disclosed information due to various factors, such as changes in business operations and the financial situation going forward.

2Securing shareholders’ rights at Shareholders’ Meetings

(1) Initiatives to secure the rights and substantial equality of shareholders

The Company makes effort to secure the rights and substantial equality of shareholders. The Company strives to secure the substantive rights of non-Japanese and minority shareholders, in terms of securing an environment where they can exercise their rights and enjoy substantial equality.

Initiatives to secure the rights and substantial equality of shareholders

Anti-takeover measures

Adoption of anti-takeover measures: None

At present, the Company has not clearly defined “basic policies regarding the way a person is to control the determination of financial and business policies of the stock company” (Article 118, (iii), Regulation for Enforcement of the Companies Act). However, with the aim of maximizing the Group’s corporate value through the further improvement of business performance and strengthening of corporate governance, etc., the Company believes it to be necessary to appropriately address large-scale purchases of the shares of the Company, and other acts which may damage the Group’s corporate value. The Company will continue to carefully consider these basic policies, in light of future trends in legislation and court decisions, etc., as well as social trends.

(2) Shareholders’ Meetings

The Company takes measures from the following perspectives to substantially secure the voting rights and other rights of shareholders at the Shareholders’ Meetings. Voting results for each proposal at Shareholders’ Meetings are confirmed by the Board of Directors after the meeting. In cases where the proportion of opposing votes exceeds a certain level, the Board undertakes a causal analysis and discusses its response.

Convocation Notices of the Shareholders’ Meeting

Convocation Notices of the Shareholders’ Meeting

System for exercising voting rights

System for exercising voting rights

Shareholders’ Meeting venue

Shareholders’ Meeting venue