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Communications with Shareholders and Investors_title

Communications with Shareholders and InvestorsCorporate Governance

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IR Structure

ROHM has established an Investor Relations (IR) divisionwhich oversees the investor relations activities, and places importance on two-way communication through dialogue with shareholders and investors. We strive to maximize corporate value by providing timely corporate information, and providing feedback within the company on shareholders and investors' expectations and evaluations.

Various IR Activities and Events to Respond to the Needs of Wide-ranging Shareholders

ROHM holds a variety of IR events to respond to diverse needs of shareholders.
In addition to biannual financial results briefings,we conduct meetings for securities analysts, meetings for domestic and foreign investors, company presentations for individual investors, and plant tours. This way, we communicate with our shareholders and investors in various ways throughout the year.
Again, the growing interest in ESG, we have been actively holding ESG meetings focusing on ESG themes.
In FY 2023, we conducted more than 500 online and in-person interviews per year. Face-to-face interviews are also gradually increasing, and are conducted as needed in Kyoto and Tokyo.

Financial Results Briefing for the Fiscal Year Ending March 2023
Financial Results Briefing for the Fiscal Year Ending March 2023

Financial Results Briefing for the Fiscal Year Ending March 2023

Topics and Activities

IR Activities

Throughout the year, we conduct approximately the following activities:
● General Shareholders Meeting
● Management's presentation of financial results to securities analysts and institutional investors (twice)*
● Face-to-face and online IR activities
 (number of interviews: over 500)*
● Factory tours (15 times)*
● Publication of IR-related brochures: Integrated Report, etc.
● Planning and operation of IR website "Investor Relations"
*FY2023 results

Plant Tours for Securities Analysts and Institutional Investors (Head Office)

In addition to IR interviews, we offer tours of our Head Office showroom and LSI clean room to securities analysts and institutional investors. In FY 2023, we have conducted 15 tours, giving many securities analysts and investors a deeper understanding of ROHM.

Showroom Tour
Showroom Tour

Enhance medium-to long-term corporate value by strengthening shareholder returns and investment for growth

ROHM's basic policy for returning profits to shareholders is based on the payment of stable ordinary dividends.
In addition, as part of our mid-term management plan, we will work to improve financial efficiency by reducing cash on hand and purchasing treasury stock.

  • (1) Aim for a consolidated dividend payout ratio of 30%.
  • (2) Timely acquisition of treasury stock to improve capital efficiency.
  • (3) Reduce cash reserves in stages over five years to below 50% of annual sales in FY2025.
  • (4) Invest 600 billion yen over five years for business growth, and actively return profits to shareholders.
2019/3 2020/3 2021/3 2022/3 2023/3 2024/3
Dividends
(yen)
37.50 37.50 37.50 46.25 50.00 50.00
Commemorative Dividend
(yen)
107.82 61.91 94.06 170.15 204.66 138.81
Net Income Per Share
(yen)
35% 61% 40% 27% 24% 36%
Repurchase of Treasury Stock (100 million yen) 100 413 87 - - 200

ROHM conducted a stock split in which each common share was split into four shares with a record date of September 30, 2023 and an effective date of October 1, 2023.
The above table is presented on a post-split basis, and dividends and net income per share for the fiscal year ended March 31, 2023 and prior have been adjusted to reflect the effect of the stock split.

Efforts to Increase Employees' Awareness of Participation in Management

ROHM Group has established an employee stock ownership plan. The purpose of this program is to enhance employee benefits and increase their awareness of participation in management. Employees can continually purchase shares from their own monthly salaries and bonuses, starting from a small amount.
In March 2022, the incentive grant rate for the stock ownership plan was increased from 10% to 20% in order to improve employees' asset building with the company's shares and to increase employees' engagement further.
This has had the effect of increasing the participation rate in the employee stock ownership plan by about 15% throughout the ROHM Group, and as of March 2024, the membership rate was 48.5%.
In addition, we hold briefings on financial results and employee stock ownership plan every quarter. In addition to providing an overview of the financial results and explaining the employee stock ownership plan, a representative from a securities company also speaks about the attractiveness of the plan. The information is also distributed via the company intranet.
We will continue to take measures that lead to employees' participation in management from the same perspective as that of shareholders, aiming to further enhance our corporate value.

Message from the President to Employees Encouraging Participation in Management
                                  (Briefing for the Employee Stock Ownership Plan held in March 2022)
Message from the President to Employees Encouraging Participation in Management
                                  (Briefing for the Employee Stock Ownership Plan held in March 2022)

Message from the President to Employees Encouraging Participation in Management
(Briefing for the Employee Stock Ownership Plan held in March 2022)

Disclosing Information on the Website

ROHM has created a page for shareholders and investors on our website in order to provide timely updates of the information investors need.
In order to meet the information needs of a wide range of investors in a timely manner, we have established a page for shareholders and investors on our website. In addition to disclosure documents such as financial statements and securities reports, the website provides Materials for the Financial Results Briefing, Integrated Reports, and long-term financial data. There is also a section for individual investors, and a page on basic knowledge of semiconductors to help the investors to better understand our company.

Investor Relations

Disclosing Information on the Website

The Promotion of Appropriate Information Disclosure

ROHM's policies on information disclosure to stakeholders are outlined in the Disclosure Policy and in-house rules on information disclosure including the requiments for fairness and legal compliance.

Disclosure Policy

We provide information in an appropriate and timely manner, guided by Information Handling Officers and the Disclosure Review Board centered around information management officers who control insider information.

Vitalizing the Shareholders Meeting and Facilitation of the Exercise of Voting Rights

The Company is working to create an environment that facilitates the exercise of voting rights by preparing and posting the Notice of General Shareholders Meeting in English on its website and investor platform website, and accepting votes via the Internet.
In addition, ROHM conducts IR activities based on shareholder identification surveys and initiatives to promote the exercise of voting rights. At the General Shareholders Meetings, in addition to the prescribed reports and resolutions, we strive to promote interactive communication by explaining business performance, market trends, and management policies via video, and by using screens to answer questions frequently asked by shareholders.
Also, in order to make the meeting available to a wide range of stakeholders, a video of part of the General Shareholders Meeting was streamed on our website.

The 66th Ordinary General Shareholders Meeting Held in June 2024
The 66th Ordinary General Shareholders Meeting Held in June 2024

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