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Notice of Acquisition of Treasury Stocks

(Translation)

Dear all,

Name of Company: SEGA SAMMY HOLDINGS INC.
Name of Representative: Haruki Satomi,
President and Group CEO, Representative Director
(Code No. 6460, Tokyo Stock Exchange Prime)
Further Inquiry: Genta Atobe,
Managing Director of Corporate Planning Division
(TEL: 03-6864-2400)

 

Notice of Acquisition of Treasury Stocks

(Acquisition of Treasury Stock Based on Articles of Incorporation Pursuant to Article 165 Paragraph 2 of the Companies Act of Japan)

 

 

SEGA SAMMY HOLDINGS INC. (the “Company”) hereby notifies that at the Board of Directors meeting today, it has resolved the matter related to the acquisition of treasury stocks, pursuant to the provisions of Article 156 of the Companies Act of Japan as applied by replacing the provisions stipulated in Article 165 Paragraph 3 of the same law.

 

1. Reasons for the acquisition of treasury stocks

The Group aims to maximize corporate value through management focused capital efficiency. As part of this effort, we have established a capital allocation policy and have been allocating capital toward investment in growth and shareholder returns. In line with this policy, within the Consumer area, which we position as a growth business, we have pursued business expansion through organic investments, including game development, and the acquisition of Rovio Entertainment Ltd. (“Rovio”). Furthermore, in the Gaming Business, which we aim to establish as third pillar of our business, we have strengthened our business foundation through M&A of GAN Limited and Stakelogic B.V. (“Stakelogic”) and other activities.

 However, as announced today in the “Notice of Recording of an Extraordinary Losses (Impairment Losses) and Revision of Operating Results Forecast,” we recognized impairment losses on Rovio’s goodwill and other intangible assets in the results for the third quarter of the fiscal year ending March 2026. Furthermore, profitability of Stakelogic has also declined compared to initial forecast at the time of acquisition. In light of this situation, we have reviewed our capital allocation policy and decided to suspend large-scale M&A for the time being. Associated with this, we have reallocated the funds previously earmarked for large-scale M&A and as a results, we have decided to acquire　¥20.0 billion worth of treasury stocks. The treasury stocks acquired through this acquisition are scheduled to be canceled upon completion of acquisition.

 

 This acquisition of treasury stocks is associated with the review of our capital allocation policy and does not change the Company’s fundamental shareholder return policy or its previously announced dividend forecast.

 The Company has established its policy of selecting either the dividend on equity ratio (DOE) of 3% or more or a total return ratio of 50% or more, whichever is higher, and returning profits to shareholders through dividends or purchases of treasury stocks. As stated above, the previously announced forecast for year-end dividends of ¥28 per share for the fiscal year ending March 2026 in accordance with the above policy remains unchanged. Combined with the already paid interim dividends, the total dividend forecast for the fiscal year ending March 2026 is ¥55 per share.

 

 

  2. Details of the acquisition of treasury stock

(1)	Type of shares to be acquired:	Common shares
(2)	Total number of shares to be acquired:	12 million shares (upper limit) Ratio to total number of shares outstanding (excluding treasury stocks): 5.71%
(3)	Total cost of acquisition:	20.0 billion yen (upper limit)
(4)	Acquisition period:	From February 16, 2026 to July 31, 2026
(5)	Acquisition method:	Market purchase on the Tokyo Stock Exchange

 

 

(Reference)

1. Breakdown of annual shareholder return amounts           　 (Billion yen)

Record date	Total dividends	Amount for share buyback	Amount of shareholder returns	Total return ratio
Results for FY2025/3	11.20	11.99	23.20	51.5%
Results for FY2024/3	10.91	9.99	20.91	63.3%

 

2. Number of treasury stocks held as of December 31, 2025

Total number of shares outstanding (including treasury stocks)	221,229,476 shares
Total number of treasury stocks	10,952,377 shares

Note: The Company has introduced executive compensation BIP Trust and a stock-granting ESOP Trust, and the Company’s shares held by these trusts are included in the total number of treasury stocks.

 

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