Director Incentives Through Performance-Linked Share Compensation

「As part of the annual incentive, an amount equivalent to 10% of the standard annual amount determined individually is linked to sustainability indicators, and varies from 0% to 200% according to the achievement of the evaluation indicators.」

「The number of shares to be disposed of corresponds to the number of shares expected to be delivered to eligible officers during the trust period under the Officers' Share Benefit Rules, namely 1,190,000 shares for the 3 fiscal years from the fiscal year ended March 2026 through the fiscal year ending March 2028.」

「The medium- to long-term incentive is structured as a performance-linked share compensation plan (BBT) under which, in principle, the Company’s common shares and cash, in the amounts and numbers calculated according to the degree of achievement of performance targets over the 3 fiscal years through fiscal 2027 in line with the INFRONEER Medium-term Vision 2027 Medium-term Management Plan, and the number of months in office through the day before the annual general meeting of shareholders for the final fiscal year of the performance evaluation period, are delivered and paid in a lump sum after the end of the performance evaluation period to the Company’s directors and executive officers and the directors and executive officers of the operating companies 前田建設工業(株), 前田道路(株) and (株)前田製作所. The share delivery rate varies from 0% to 200% according to the average consolidated value added for fiscal 2025 through fiscal 2027.」

「The Company’s directors and executive officers: maximum of 1,268,196 shares (during the 3 fiscal years from fiscal 2022 through fiscal 2024); directors and executive officers of 3 operating companies: maximum of 841,572 shares (during the 3 fiscal years from fiscal 2022 through fiscal 2024).」

「Effective 1 September 2022, the Company introduced a new performance-linked share compensation plan, the Stock Benefit Trust (BBT), in place of the former performance-linked share compensation plan for directors and others. The new plan is intended to clarify the link between the compensation of the Company’s directors, excluding outside directors, and executive officers, collectively referred to below as “eligible directors and others,” and the Company’s performance and share value. It is also intended to raise their awareness of contributing to improved performance over the medium to long term and increased corporate value by having them share with shareholders not only the benefits of a rising share price but also the risk of a decline in the share price. In connection with this, the operator of the Stock Benefit Trust (BBT) was changed from Maeda Construction Industry Co., Ltd. to the Company, and the trust assets were transferred to the Company.」

「The Company is conducting transactions under which shares of the Company are delivered to eligible directors and others through a trust, with the aim of clarifying the link between their compensation and the Company’s performance and share value, strengthening their incentives to enhance corporate value, and further promoting value sharing with shareholders.」