Performance-linked executive remuneration

「本日、当社は取締役会において、当社第50期定時株主総会から2027年９月開催予定の当社第51期定時株主総会までの期間分の譲渡制限付株式報酬として、対象者に対し、金銭報酬債権合計173,200,000円を支給し、対象者が当該金銭報酬債権の全部を現物出資の方法によって当社に給付することにより、特定譲渡制限付株式として当社自己株式433,000株を処分及び割当てることを決議いたしました。」

「From the following fiscal year onward, performance-based compensation will be calculated by comprehensively considering consolidated performance, progress in the business growth strategy and the achievement of matters considered important in management, including human capital. It will be determined by resolution of the Board of Directors and paid each year after the September shareholders’ meeting.」

「The actual consolidated ordinary profit for the current consolidated fiscal year, restated before deduction by adding back the actual amount of performance-linked compensation, was ¥2.215 billion, exceeding the initially set target consolidated ordinary profit of ¥2.168 billion.」

「The actual consolidated ordinary profit for the current consolidated fiscal year, restated before deduction by adding back the actual amount of performance-linked compensation, was ¥2.103 billion, exceeding the initially set target consolidated ordinary profit of ¥1.415 billion. As shown in the table below, the profit metric is based on the company's target consolidated ordinary profit for the 49th fiscal year of ¥2.168 billion, restated before deduction by adding the planned amount of performance-linked compensation to the announced consolidated ordinary profit of ¥2.150 billion,」

「At a meeting of the Board of Directors held on 13 October 2023, the company resolved to dispose of treasury shares as restricted stock compensation (the “Treasury Share Disposal”) and carried out the disposal as described below. (1) Disposal date: 6 November 2023. (2) Class and number of shares to be disposed of: Common shares of the company, 300,000 shares. (5) Intended allottees: 3 directors of the company, excluding directors who are Audit & Supervisory Committee members and outside directors, 100,000 shares; 4 executive officers of the company, 40,000 shares; 39 employees of the company, 128,000 shares; 2 directors of subsidiaries, 8,000 shares; 2 executive officers of subsidiaries, 10,000 shares; 5 employees of subsidiaries, 14,000 shares.」

「At a meeting of the Board of Directors held on 14 October 2022, the company resolved to dispose of treasury shares as restricted stock compensation (the “Treasury Share Disposal”) and carried out the disposal as described below. (1) Disposal date 4 November 2022 (2) Class and number of shares to be disposed of Common shares of the company: 220,000 shares (5) Intended allottees 3 directors of the company, excluding directors who are Audit & Supervisory Committee members and outside directors: 100,000 shares 5 executive officers of the company: 50,000 shares 22 employees of the company: 57,000 shares 5 employees of subsidiaries: 13,000 shares」

「At a meeting of the Board of Directors held on 15 October 2021, the company resolved to dispose of treasury shares as restricted stock compensation (the “Treasury Share Disposal”), as described below. (1) Disposal date 5 November 2021 (2) Class and number of shares to be disposed of Common shares of the company: 120,000 shares (5) Intended allottees 3 directors of the company, excluding directors who are Audit & Supervisory Committee members and outside directors: 100,000 shares 2 executive officers of the company: 20,000 shares」

「At a meeting of the Board of Directors held on 12 February 2021, the company resolved the “Policy for Determining the Content of Individual Directors’ Compensation and Other Remuneration” (the “Determination Policy”).」

「Selling, general and administrative expenses decreased from the same period of the previous year due to reductions in executive compensation associated with deteriorating performance, controls on recruitment expenses and reductions in entertainment expenses, despite additional costs related to expanding office space and other expenses for which work had already begun in the previous fiscal year.」

「At a meeting of the Board of Directors held on 21 August 2020, the company resolved to introduce a restricted stock compensation plan under which restricted stock would newly be granted to eligible persons, with the aim of providing directors of the company, excluding directors who are Audit & Supervisory Committee members and outside directors (hereinafter, the “Eligible Directors”), executive officers, and directors and executive officers of the company's subsidiaries (collectively, the “Eligible Persons”) with incentives to improve performance and sustainably increase the company's corporate value, while further promoting value sharing with shareholders.」

「Compensation and other remuneration for directors who are not Audit & Supervisory Committee members consists of fixed compensation and performance-linked compensation paid according to performance,」

「The company's consolidated ordinary profit for the fiscal year ending June 2022 must be at least ¥2.5 billion.」

「In addition to its previous view that increasing the linkage between directors' compensation and performance would encourage motivation and morale to improve performance through proper management, the company introduced performance-linked compensation as a new director compensation system on 1 July 2006, following the FY2006 tax reform that allowed performance-linked compensation, namely profit-linked compensation as defined in Article 34, paragraph 1, item 3 of the Corporation Tax Act, to be deductible for tax purposes, alongside the previous fixed monthly compensation.」

「In addition to its previous view that increasing the linkage between directors' compensation and performance would encourage motivation and morale to improve performance through proper management, the company introduced performance-linked compensation as a new director compensation system on 1 July 2006, following the FY2006 tax reform that allowed performance-linked compensation, namely profit-linked compensation as defined in Article 34, paragraph 1, item 3 of the Corporation Tax Act, to be deductible for tax purposes, alongside the previous fixed monthly compensation.」