Malus and clawback

If it is acknowledged that the company's financial statements need to be amended due to a severe legal or internal regulation infringement or misconduct by an Executive Officer, regardless of feasance or nonfeasance, DISCO will take the following measures through a Board of Directors resolution toward the Executive Officer who is responsible for the applicable incident (hereinafter "applicable Executive Officer").

■Reduction, nonpayment, or forfeiture of remuneration (malus)
With regard to the planned fixed remuneration payment or incentive remuneration prior to the determination of rights (bonus, conventional stock options, transfer-restricted share remuneration) for the applicable Executive Officer, DISCO will take measures of reduction, nonpayment, or forfeiture for all or part of the remuneration.

■Reclaiming remuneration (clawback)
Among the incentive remuneration paid after the determination of rights (bonus, conventional stock options, transfer-restricted share remuneration) to the applicable Executive Officer, if it is decided that the applicable Executive Officer's conduct falls under the clawback clause, DISCO will charge to reclaim the remuneration paid to the applicable Executive Officer (including after their retirement) or their inheritor for the fiscal year of the Board of Directors resolution where the reclaim was decided and the three immediately preceding fiscal years.


Recommendation