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Governance1893PENTA-OCEAN CONSTRUCTION CO.,LTD.Construction and Materials

Notice Regarding Partial Revision of the Performance-Linked Share-Based Compensation Plan in Connection with the Revision of the Executive Compensation System

A portion of short-term cash compensation will be converted into share compensation, increasing the share compensation ratio from approximately 10% to 30%. Accordingly, proposals to increase the maximum number of shares per 3 fiscal years from 550,000 shares to 1,800,000 shares and the maximum contribution amount from ¥550 million to ¥3,000 million will be submitted to the General Meeting of Shareholders.

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Governance structure

Committee1
Personnel Committee
Percentage of outside members Composed of all outside directors and a few directors
Changes this time

An amount equivalent to 50% of short-term incentive compensation (cash) will be paid as share compensation. The compensation structure will be revised from approximately 65% fixed compensation, 25% performance-linked compensation (cash) and 10% performance-linked compensation (non-cash) to 55%, 15% and 30%, respectively. For each covered period (3 fiscal years), the maximum number of shares will be increased from 550,000 shares to 1,800,000 shares, the maximum number of points from 550,000 points to 1,800,000 points (including 250,000 points for directors), and the maximum contribution amount from ¥550 million to ¥3,000 million (including ¥400 million for directors).

Governance structure
ItemDetails
CommitteeName Personnel Committee / Percentage of outside members Composed of all outside directors and a few directors
Changes this timeAn amount equivalent to 50% of short-term incentive compensation (cash) will be paid as share compensation. The compensation structure will be revised from approximately 65% fixed compensation, 25% performance-linked compensation (cash) and 10% performance-linked compensation (non-cash) to 55%, 15% and 30%, respectively. For each covered period (3 fiscal years), the maximum number of shares will be increased from 550,000 shares to 1,800,000 shares, the maximum number of points from 550,000 points to 1,800,000 points (including 250,000 points for directors), and the maximum contribution amount from ¥550 million to ¥3,000 million (including ¥400 million for directors).
Items this document does not state (6)
Corporate Governance StructureNumber of directorsNumber of independent officersPolicy on cross-shareholdingsTakeover defensesControlling shareholder

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

In addition to the recent rise in the Company’s share price, the compensation system for directors and others will be revised to contribute to the sustainable enhancement of corporate value. Increasing the share compensation ratio will create a compensation system more closely linked to company performance and strengthen incentives to improve performance and increase corporate value.

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Notice Regarding Partial Revision of the Performance-Linked Share-Based Compensation Plan in Connection with the Revision of the Executive Compensation System | PENTA-OCEAN CONSTRUCTION CO.,LTD. (1893) timely disclosure | Komori