Filing of a Criminal Charges in Connection with Insider Trading of Shares of the Toyo Securities Co., Ltd.

Today, the Securities and Exchange Surveillance Commission filed criminal charges with the Tokyo District Public Prosecutors Office against three suspects on suspicion of violating the Financial Instruments and Exchange Act (insider trading). The details of the alleged offenses subject to criminal charge are as follows.

１．Details of the Offenses Subject to the Criminal Charges

Suspect A, served as Director and Head of the Investment Banking Division at Mita Securities Co., Ltd., learned, in mid-October 2024, in the course of performing a confidentiality agreement between the company and Toyo Securities Co., Ltd. (hereinafter "Toyo Securities"), whose shares are listed on the securities market operated by Tokyo Stock Exchange, Inc. (hereinafter "Tokyo Stock Exchange"), a material fact concerning Toyo Securities’ business. Specifically, Toyo Securities’ decision-making body had newly calculated the forecast number of year-end dividend from surplus for the fiscal year from April 1, 2024, to March 31, 2025. This forecast differed from the actual year-end dividend from surplus for the previous fiscal year, which had already been made public, by an amount that met the criteria specified by Cabinet Office Ordinance as having a significant impact on investors’ investment decisions. Suspect B is an acquaintance of Suspect A, and Suspect C is an acquaintance of Suspect B. The three suspects, acting in concert and without any statutory exemption, purchased a total of 996,400 shares of Toyo Securities through a securities company on the Tokyo Stock Exchange and other markets, under the names of Suspect B and 14 other individuals, for a total amount of approximately 496.3 million yen, during the period from mid-October to late October 2024, before the public disclosure of the aforementioned fact.

２．Relevant Provisions

Financial Instruments and Exchange Act
Article 197-2, Item 13 of the Act (prior to the amendment by Act No. 68 of 2022); Article 166, Paragraph 1, Item 4; Article 166, Paragraph 2, Item 3; Penal Code Article 60