Notice Regarding Repurchase of Shares of Common Stock(Repurchase of Shares Under the Provision of NEC's Articles of Incorporation Pursuant to Article 459, Paragraph 1 of the Companies Act)
Tokyo, August 29, 2022 - NEC Corporation (“NEC") approved, at the Board of Directors meeting held on August 29, 2022, the repurchase of shares of its own common stock pursuant to Article 459, Paragraph 1 of the Companies Act of Japan and NEC's Articles of Incorporation, as follows.
1. Reason for the Repurchase
Based on the cash allocation policy of NEC's Mid-term Management Plan 2025, NEC will continue to actively invest in growth areas and return profits to shareholders through long-term stable dividends and medium- to long-term enhancements of corporate value.
Against this background, following comprehensive consideration of the improvement in NEC's financial condition and the current price of its common stock in light of the earnings outlook, NEC has decided to repurchase its own shares.
2. Details of Matters Relating to the Repurchase
Type of shares to be repurchased:
Total number of shares to be repurchased:
Up to 6.7 million shares
(2.46% of total shares outstanding excluding treasury stock)
Aggregate repurchase price:
30 billion yen (maximum limit)
August 30, 2022 - March 31, 2023
Method of repurchase:
Open market purchase through the Tokyo Stock Exchange based on a discretionary trading contract
Depending on market trends and other factors, all or part of the planned repurchase may not be completed.
(For reference) Status of treasury stock as of July 31, 2022
Total number of shares issued and outstanding (excluding treasury stock):
Number of treasury stock:
Cautionary Statement with Respect to Forward-Looking Statements
This material contains forward-looking statements regarding estimations, forecasts, targets and plans in relation to the results of operations, financial conditions and other overall management of the NEC Group (the "forward-looking statements"). The forward-looking statements are made based on information currently available to the Company and certain assumptions considered reasonable as of the date of this material. These determinations and assumptions are inherently subjective and uncertain. These forward-looking statements are not guarantees of future performance, and actual operating results may differ substantially due to a number of factors.
The factors that may influence the operating results include, but are not limited to, the following:
- adverse economic conditions in Japan or internationally;
- foreign currency exchange and interest rate risks;
- changes in the markets in which the NEC Group operates;
- the recent outbreak of the novel coronavirus;
- potential inability to achieve the goals in the NEC Group's medium-term management plan;
- fluctuations in the NEC Group's revenue and profitability from period to period;
- difficulty achieving the benefits expected from acquisitions, business combinations, reorganizations and business withdrawals;
- potential deterioration in the NEC Group's relationships with strategic partners or problems relating to their products or services;
- difficulty achieving the NEC Group's growth strategies outside Japan;
- potential inability to keep pace with rapid technological advancements in the NEC Group's industry and to commercialize new technologies;
- intense competition in the markets in which the NEC Group operates;
- risks relating to the NEC Group's concentrated customer base;
- difficulties with respect to new businesses;
- potential failures in the products and services the NEC Group provides;
- potential failure to procure components, equipment or other supplies;
- difficulties protecting the NEC Group's intellectual property rights;
- potential inability to obtain certain intellectual property licenses;
- the NEC Group's customers may encounter financial difficulties;
- difficulty attracting, hiring and retaining skilled personnel;
- difficulty obtaining additional financing to meet the NEC Group's funding needs;
- potential failure of internal controls;
- potentially costly and time-consuming legal proceedings;
- risks related to regulatory change and uncertainty;
- risks related to environmental laws and regulations;
- information security and data protection concerns and restrictions;
- potential changes in effective tax rates or deferred tax assets, or adverse tax examinations;
- risks related to corporate governance and social responsibility requirements;
- risks related to natural disasters, public health issues, armed hostilities and terrorism;
- risks related to the NEC Group's pension assets and defined benefit obligations;
- risks related to impairment losses with regard to goodwill.
The forward-looking statements contained in this material are based on information that the Company possesses as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for the Company to predict these events or how they may affect the NEC Group. The Company does not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About NEC Corporation
NEC Corporation has established itself as a leader in the integration of IT and network technologies while promoting the brand statement of “Orchestrating a brighter world.” NEC enables businesses and communities to adapt to rapid changes taking place in both society and the market as it provides for the social values of safety, security, fairness and efficiency to promote a more sustainable world where everyone has the chance to reach their full potential. For more information, visit NEC at https://www.nec.com.
NEC is a registered trademark of NEC Corporation. All Rights Reserved. Other product or service marks mentioned herein are the trademarks of their respective owners. © NEC Corporation.