Policies

Last Updated: April 2024

Basic policy on information disclosure

Nxera Pharma Co., Ltd. (the “Company”) recognizes that timely, appropriate and fair disclosure to all stakeholders is important to enhance the transparency and fairness of management, and secure a proper evaluation of its corporate value from the capital markets. Information disclosure is also important from the perspective of realizing effective corporate governance. In addition, the Company makes efforts to have continuous, constructive and direct dialogue with its shareholders and investors to support its growth ambitions and enhance its corporate value in the medium-to-long term.

We are committed to conducting our business with honesty and integrity and expect all staff to maintain high standards in accordance with our Code of Conduct.

As our business partners, we encourage you to raise any concerns that you may have about our business conduct or the way in which our business operates. If you have any concerns about potential breaches of our Code of Conduct, the laws and regulations of the countries we operate in, or our policies, procedures and guidelines, we encourage you to report any such suspected wrongdoing as soon as possible.

Information disclosure standards

As a publicly listed entity, the Company will ensure disclosures are made in a timely, appropriate and fair manner in accordance with applicable laws and regulations, including the Companies Act and Financial Instruments and Exchange Act in Japan, and the timely disclosure regulations set by the Tokyo Stock Exchange. In addition, the Company will actively and fairly disclose information that does not fall under the timely disclosure regulations, should the information be deemed necessary or useful to shareholders and investors.

Method of information disclosure

Information that requires timely disclosure is disclosed through the Timely Disclosure Network (TDnet) of the Tokyo Stock Exchange, and is promptly uploaded to the Company’s corporate website. Information other than that required for timely disclosure will also be published on the Company’s corporate website in a timely manner. In order to ensure fair disclosure to its various stakeholders, the Company will endeavor to release information in English as well as Japanese in easy-to-understand language, however we would note that a significant part of our business is science-focused, being in the biopharmaceutical industry.

Prevention of insider trading

In accordance with internal policies, the Company will not provide information to shareholders and investors, before such information has been officially announced by the Company. The Company tightly controls the possession of insider unpublished price sensitive information to prevent misuse of such information and insider trading.

Quiet period

To prevent the leakage of financial information and ensure fairness of disclosure, the Company sets a period prior to each quarterly earnings release as a ‘quiet period’, during which the Company will refrain from answering or commenting on inquiries regarding financial results. The quiet period is designated as the day after the closing date of each quarterly accounting period to the day of announcement of quarterly financial results.

Handling of forward-looking statements

When the Company discloses corporate strategies, business policies, earnings forecasts and other forward-looking statements, the Company clearly indicates that such statements reflect expectations and calculations of the Company based on information available at the time of disclosure. These statements include various risks and uncertainties and could be potentially affected by these factors.

Dealing with market rumors

The Company, in principle, does not comment or respond to queries regarding market rumors. However, the Company may respond in a prompt and adequate manner in certain cases where an explanation to shareholders and investors is warranted, as well as answering inquiries directly from the Tokyo Stock Exchange.