SMC's Treasury Stock: One Cancellation and Two Resolutions

２ 自己株式の取得等の状況, the section on acquisitions and other movements of treasury shares in SMC CORPORATION's annual securities report for its 67th fiscal year, April 2025 to March 2026, filed on EDINET on June 26, 2026, occupies pages 42 and 43 of 124. It opens with one line, 【株式の種類等】 会社法第155条第３号及び同条第７号に該当する普通株式の取得, acquisitions of common shares falling under items 3 and 7 of Article 155 of the Companies Act, and then has four numbered parts: (1) acquisitions by resolution of the shareholders' meeting, (2) acquisitions by resolution of the board, (3) acquisitions based on neither, and (4) the disposal and holding of the shares acquired. This piece reads the four parts, sets them beside the same section on page 39 of 108 in the 66th report, filed June 27, 2025, follows the figures to the other pages where they reappear, and then reads the four monthly 自己株券買付状況報告書, reports on the status of purchases of own shares, that SMC filed on June 15, July 3, August 5 and September 4, 2026.

Part (1), 株主総会決議による取得の状況, is one line in both reports: 該当事項はありません, not applicable. Part (2), 取締役会決議による取得の状況, opens with the line 会社法第155条第３号に該当する取得, and part (3), 株主総会決議又は取締役会決議に基づかないものの内容, with 会社法第155条第７号に該当する取得; the note under part (3) describes its contents as 単元未満株式の買取り, the purchase of shares of less than one trading unit, and page 49 of the 67th report states, under ⑨ 株主総会決議事項を取締役会で決議できることとした事項, that the articles of incorporation allow the board to decide on 会社法第165条第２項の規定に基づく市場取引等による自己株式の取得, acquisition of own shares by market transactions and the like under Article 165, paragraph 2. Each block in part (2) has the same seven rows: the resolution with its ceiling in shares and in millions of yen, shares acquired before the fiscal year, shares acquired during the fiscal year, the remaining balance of the resolution, the unexercised ratio at the fiscal year-end, shares acquired in 当期間, the period after the year-end, and the unexercised ratio at the filing date.

The first block on page 42 is 取締役会(2025年５月14日)での決議状況, the board resolution of May 14, 2025: 750,000 shares and 30,000 million yen (US$183.2 million), with 取得期間2025年５月19日〜2026年３月24日, an acquisition period from May 19, 2025 to March 24, 2026. 当事業年度における取得自己株式, shares acquired during the fiscal year, is 594,400 shares and 29,996 million yen (US$183.1 million). 残存決議株式の総数及び価額の総額, the remaining balance, is 155,600 shares and 3 million yen (US$0.02 million), and 当事業年度の末日現在の未行使割合(％) is printed as 20.7 for shares and 0.0 for value, repeated unchanged on the 提出日現在 line. Note 2 states: 2025年５月14日の取締役会決議による自己株式の取得は2025年12月３日をもって終了しました, the acquisition under the May 14, 2025 resolution ended on December 3, 2025. The same two figures reappear in the financial policy paragraph on page 35: なお当社は、2025年５月14日開催の取締役会の決議に基づき、当期中に594,400株、29,996百万円の自己株式の取得を実施しました, 594,400 shares and 29,996 million yen (US$183.1 million).

The second block is 取締役会(2026年５月14日)での決議状況: 800,000 shares and 50,000 million yen (US$305.3 million), with an acquisition period from May 20, 2026 to March 24, 2027. Every fiscal-year row is a dash, and the 当期間 row prints 93,400 shares and 6,175 million yen (US$37.7 million), with 提出日現在の未行使割合 of 88.3 for shares and 87.6 for value. Note 1 limits the row: 当期間における取得自己株式には、2026年６月１日から有価証券報告書提出日までの間に市場買付により取得した自己株式は含まれていません, market purchases between June 1, 2026 and the filing date are not included. The resolution is also the subject of the 重要な後発事象 note on page 99, which prints five items: (1) 取得の目的 株主還元の充実、資本効率の向上、代用自己株式としての利用; (2) 普通株式800,000株; (3) 50,000百万円, US$305.3 million; (4) 2026年５月20日から2027年３月24日まで; (5) 東京証券取引所における市場買付. The 66th report's subsequent-events note on page 84 printed the May 14, 2025 resolution in the same five-item form, with the purpose given as 株主還元の充実、資本効率の向上.

The 66th report's part (2), on page 39, has the same two-block layout one year earlier. Its first block is 取締役会(2024年８月９日)での決議状況: 600,000 shares and 35,000 million yen (US$213.7 million), acquisition period August 26, 2024 to March 24, 2025; shares acquired during the fiscal year 399,200 and 24,993 million yen (US$152.6 million); remaining balance 200,800 shares and 10,006 million yen (US$61.1 million); unexercised ratio 33.5 for shares and 28.6 for value at the year-end and again at the filing date. Page 32 of that report repeats the figures in the same financial-policy sentence: 当期中に399,200株、24,993百万円の自己株式の取得を実施しました, 399,200 shares and 24,993 million yen (US$152.6 million). Its second block is the May 14, 2025 resolution with dashes in the fiscal-year rows and, in 当期間, 45,600 shares and 2,469 million yen (US$15.1 million), unexercised 93.9 and 91.8 at the filing date. Across the two reports, then, three board resolutions are printed, each with a ceiling in shares and in yen and each with the shares bought against it in whichever column the report's timing allows.

Part (3), the Article 155 item 7 acquisitions, is a two-row table. In the 67th report, 当事業年度における取得自己株式 is 393 shares and 21 million yen (US$0.13 million), and 当期間 is a dash; the note says purchases of less-than-unit shares between June 1, 2026 and the filing date are not included. In the 66th report the rows were 383 shares and 25 million yen (US$0.15 million) for the fiscal year and 28 shares and 1 million yen (US$0.006 million) for 当期間.

Part (4), 取得自己株式の処理状況及び保有状況, on page 43, is a five-row table with 株式数 and 処分価額の総額 for 当事業年度 and for 当期間. The row 消却の処分を行った取得自己株式, shares acquired and then cancelled, prints 3,500,000 shares and 211,317 million yen (US$1,290.1 million) in the fiscal-year columns and dashes in 当期間. The 66th report's table, page 39, printed the same 3,500,000 shares and 211,317 million yen (US$1,290.1 million) one column to the right, in 当期間, since the cancellation date, 2025年５月30日, fell after that report's fiscal year-end and before its filing; its subsequent-events note on page 84 recorded the cancellation as (1) 消却する株式の数 普通株式3,500,000株 and (2) 消却実施日 2025年５月30日. The financial policy paragraph on page 35 of the 67th report carries the sentence this piece quotes at its head. The rows for 引き受ける者の募集 and for 合併、株式交換、株式交付、会社分割に係る移転 are dashes in both reports; the その他 row, labelled 単元未満株式の売渡し請求による売渡し, prints 27 shares and 1 million yen (US$0.006 million) in the 67th report's fiscal year and dashes elsewhere.

The last row, 保有自己株式数, prints 719,100 shares at the end of the fiscal year and 792,700 in 当期間 in the 67th report, and 3,624,334 and 124,362 in the 66th. Note 2 to the 67th report's table reads: 当事業年度及び当期間における保有自己株式数には、「役員向け株式給付信託」が保有する当社株式11,200株は含まれていません, the 11,200 shares held by the directors' share-benefit trust are not included; note 2 to the 66th report's table says the same, with 11,200株には in place of 11,200株は. Note 1 to the 67th report's table excludes from the 当期間 column the odd-lot purchases and sales and the market purchases from June 1, 2026 to the filing date; the 66th report's note 1 named only the odd-lot purchases and sales.

The cancellation shows up on page 39 of the 67th report in three places. ② 発行済株式 prints 63,869,359 common shares both at March 31, 2026 and at the filing date, June 26, 2026. (4) 発行済株式総数、資本金等の推移 has one row, dated 2025年５月30日, with △3,500 thousand shares and a balance of 63,869 thousand, 資本金 unchanged at 61,005 million yen (US$372.4 million) and 資本準備金 at 72,576 million yen (US$443.1 million), and the note 発行済株式総数の減少は、自己株式の消却によるものです. The 66th report, page 36, printed 67,369,359 shares at March 31, 2025 and 63,869,359 at its filing date, with a note explaining the difference by the May 30 cancellation; its own table (4) had one row dated 2014年12月１日 with △1,500 thousand shares and a balance of 67,369 thousand, also annotated as a cancellation.

The consolidated note on page 87, １ 発行済株式の種類及び総数並びに自己株式の種類及び株式数に関する事項, prints the year as four columns: 発行済株式 67,369,359 at the start, a decrease of 3,500,000 and 63,869,359 at the end; 自己株式 3,635,534 at the start, an increase of 594,793, a decrease of 3,500,027 and 730,300 at the end. Its notes say that the increase is 594,400 by board resolution and 393 by odd-lot purchase, that the decrease is 3,500,000 by cancellation and 27 by odd-lot sale, and that 自己株式 includes the trust's 11,200 shares. The desk confirmed that the note's 730,300 and the section's 719,100 differ by exactly those 11,200 shares, and that the 66th report's 3,635,534 on page 72 and 3,624,334 on page 39 differ by the same 11,200. The two reports thus print the treasury count on two bases, with and without the trust, and name the basis each time.

The voting-rights table on page 40, (7) 議決権の状況 ① 発行済株式 at March 31, 2026, puts the 719,100 shares on the line 完全議決権株式(自己株式等) with dashes for votes, against 63,086,800 shares and 630,868 votes on the 完全議決権株式(その他) line and 63,459 shares of 単元未満株式; its note places the trust's 11,200 shares, 112 votes, inside その他. ② 自己株式等 on page 41 lists ＳＭＣ株式会社 at 東京都中央区京橋一丁目５番５号 with 719,100 shares in its own name and 1.13 percent of the issued total, with a note that the trust holds a further 11,200 shares treated as treasury shares in the accounts. The 所有者別状況 table on page 39 adds that the 719,100 shares sit in 個人その他 as 7,191 units. The 66th report's version, pages 37 and 38, printed 3,624,300 shares and 5.38 percent on the ② line, with 34 own shares inside 単元未満株式 by note 2.

The trust is described in (8) 役員・従業員株式所有制度の内容 on pages 41 and 42: 役員向け株式給付信託, with a trust period from 2020年８月11日, 株式会社りそな銀行 as trustee and 株式会社日本カストディ銀行 as sub-trustee, and voting rights that 一律に行使されません, are uniformly not exercised. The consolidated accounting-policy note on page 84 gives the trust's holding as 763 million yen (US$4.7 million) and 11,200 shares at both year-ends, and the per-share note on page 99 states that these shares are deducted as treasury shares in computing １株当たり純資産額 and １株当たり当期純利益. The basis figures in that note are 63,733 thousand and 63,139 thousand shares at the two year-ends and 63,954 thousand and 63,370 thousand for the year's average.

In the financial statements the year's movements are a few lines. The consolidated balance sheet on page 74 prints 自己株式 at △219,814 million yen (US$1,342.0 million) at March 31, 2025 and △38,513 million yen (US$235.1 million) at March 31, 2026. The statement of changes in equity on page 78 prints 自己株式の取得 △30,018, 自己株式の処分 1 and 自己株式の消却 211,317 in the 自己株式 column, in millions of yen (US$183.3 million, US$0.006 million and US$1,290.1 million), with the cancellation's △211,317 (US$1,290.1 million) in 資本剰余金 and, on the next line, a transfer of 210,622 million yen (US$1,285.8 million) from 利益剰余金 to 資本剰余金. The cash-flow statement on page 79 prints 自己株式の取得による支出 at △25,018 and △30,018 million yen (US$152.7 million and US$183.3 million) for the two years, and the analysis on page 33 describes the second as 同4,999百万円の支出増, an increase of 4,999 million yen (US$30.5 million) in the outflow, beside 配当金の支払額 of 63,535 million yen (US$387.9 million). 自己株式取得費用, the cost of acquiring treasury shares, is 20 and 29 million yen (US$0.12 million and US$0.18 million) under non-operating expenses on page 75. The section's 29,996 and 21 million yen (US$183.1 million and US$0.13 million) and the statements' 30,018 million yen (US$183.3 million) are separate printings on separate pages, and this piece does not reconcile them.

３ 配当政策 on page 43 follows the section directly. Its sentence on returns reads 株主の皆様への利益還元については、安定的な配当の継続を基本とし、状況に応じた機動的な自己株式の取得を組み合わせて、より一層の充実に努めます, the basis is the continuation of stable dividends, combined with flexible acquisition of own shares according to circumstances, and page 40 of the 66th report prints the same sentence. The paragraph records a year-end dividend of 500 yen (US$3.05) per share, an annual 1,000 yen (US$6.11) with the interim as the report states, and totals of 31,653 and 31,575 million yen (US$193.2 million and US$192.8 million) for the two resolutions, each including 5 million yen (US$0.03 million) on the trust's shares. It also records that the 67th ordinary general meeting on June 26, 2026 approved an amendment to the articles under which the matters in Article 459, paragraph 1 of the Companies Act, including interim and year-end dividends, may be decided by the board; page 49 lists the board's authority over own-share acquisitions under item 1 of the same paragraph.

The May 14, 2026 resolution continues in the monthly reports. The 自己株券買付状況報告書 filed June 15, 2026 covers 自 2026年５月１日 至 2026年５月31日 and lists eight acquisition dates from May 20 to May 29, headed by 23,600 shares for 1,515,145,000 yen (US$9.2 million) on May 20, with a monthly total of 93,400 shares and 6,175,333,000 yen (US$37.7 million), 自己株式取得の進捗状況 of 11.7 percent for shares and 12.4 percent for value, and 保有自己株式数 of 792,700 at May 31. The annual report's 当期間 columns print the same 93,400 shares acquired and 792,700 shares held, and an amount of 6,175 million yen (US$37.7 million) where the monthly report prints 6,175,333,000 yen. The report filed July 3 covers June: fourteen dates, 176,800 shares and 11,710,762,000 yen (US$71.5 million), cumulative 270,200 shares and 17,886,095,000 yen (US$109.2 million), progress 33.8 and 35.8 percent, 989,381 shares held at June 30.

The report filed August 5 covers July: nineteen dates, 218,300 shares and 15,422,069,000 yen (US$94.2 million), cumulative 488,500 shares and 33,308,164,000 yen (US$203.3 million), progress 61.1 and 66.6 percent, 1,197,768 shares held at July 31. The report filed September 4 covers August: nineteen dates, 192,600 shares and 14,006,374,000 yen (US$85.5 million), cumulative 681,100 shares and 47,314,538,000 yen (US$288.9 million), progress 85.1 and 94.6 percent, 1,380,370 shares held at August 31. Across the four reports, three dates print 30,000 shares: July 17 at 2,078,439,000 yen (US$12.7 million), July 28 at 2,016,257,000 yen (US$12.3 million) and August 19 at 2,140,079,000 yen (US$13.1 million); the smallest line is July 22, 400 shares for 28,740,000 yen (US$0.18 million). Each report notes that 取得期間及び取得日は、約定ベース, the dates are on a trade basis, and that 保有自己株式数は、受渡ベース, the holding is on a settlement basis, and each prints 発行済株式総数 of 63,869,359. The four are the reports of this type for SMC that the EDINET document list returned for the dates from June 1 to October 8, 2026; the acquisition period runs to March 24, 2027.

For a reader who needs one of these numbers, the report prints it in a fixed place. The ceiling of a resolution and the shares bought against it are in part (2) of the section, with the unexercised ratio as the report's own percentage. The cancellation is in part (4) of the section, in table (4) of 株式等の状況 as a change in issued shares, in the equity statement as 211,317 million yen (US$1,290.1 million) moved out of 自己株式, and in the consolidated note as a decrease of 3,500,000 shares. The count of shares held is in part (4) without the trust's 11,200 shares, and in the consolidated note with them. What the company bought after the year-end is in the 当期間 column up to May 31 and in the monthly reports after that.