Medium- to long-term enhancement of corporate value through an employee share benefit trust

「Under this plan, a share-based benefit trust established to transfer the Company's shares to the Goldwin Employee Shareholding Association will acquire in a single transaction the number of Company shares that the association is expected to acquire over the four years from 2025, and will subsequently sell shares to the association on a specified date each month.」

「The Company distributed treasury shares held in the trust to employees following the termination of the Share-Based Benefit Trust (J-ESOP), while the trust acquired the Company's shares following the reintroduction of the Share-Based Benefit Trust (Employee Shareholding Association Disposal Type), among other factors. As a result, treasury shares decreased by ¥3,618 million during the interim consolidated accounting period, leaving treasury shares of ¥12,219 million at the end of the period.」

「Operating income declined. Although gross profit increased, selling, general and administrative expenses increased by ¥47,020 million, or 8.5% year on year, due in part to higher personnel expenses related to J-ESOP, resulting in lower operating income year on year.」

「Although operating profit increased, operating profit for the six-month period was ¥5,214 million, down 14.1% year on year, because selling, general and administrative expenses increased 7.7% year on year due in part to higher personnel expenses under J-ESOP (the stock benefit trust), a nonrecurring expense for the period.」

「Based on a resolution of the board of directors meeting held on 7 November 2023, the company disposed of 420,000 treasury shares through a third-party allotment in connection with an additional contribution to the Stock Benefit Trust (J-ESOP).」

「To continue the scheme, the company resolved to make an additional cash contribution to the trust so that the trust can acquire the shares expected to be required for future benefits, and to dispose of treasury shares through a third-party allotment to Trust Account E established at Custody Bank of Japan, Ltd., the re-trustee to which Mizuho Trust & Banking Co., Ltd., the trustee of the trust, has re-trusted the assets for holding and disposing of the company's shares. The number of shares to be disposed of corresponds to the number of shares expected to be distributed to employees of the company and its subsidiaries during the trust period under the “Stock Benefit Regulations,” covering the 2 fiscal years from the fiscal year ending March 2024 to the fiscal year ending March 2025. This represents 0.89% of the 47,448,172 issued shares as of 30 September 2023, and 0.90% of the 464,649 total voting rights as of the same date, with both percentages rounded to the nearest hundredth.」

「As this scheme ended in July 2021, the board of directors resolved at its meeting held on 11 August 2021 to reintroduce it after comprehensively considering its results and effects. Under the plan, a stock benefit trust established to transfer the company's shares to the Goldwin Employee Stock Ownership Association will acquire in a lump sum the number of company shares expected to be acquired by the employee stock ownership association over the following 5 years, and will subsequently sell shares to the association on a specified day each month.」

「Through the introduction of this plan, employees are expected to take a greater interest in improving the share price and business performance of our company and to contribute to their more motivated efforts in their work than before.」

「Through the introduction of this plan, employees are expected to take a greater interest in improving the share price and business performance of our company and to contribute to their more motivated efforts in their work than before.」

「The company reintroduced the employee incentive plan “Stock Benefit Trust (Employee Stock Ownership Plan Disposal Type)” to further enhance its employee benefit programs supporting the company's growth, provide incentives linked to an increase in the share price, heighten employees' awareness of the company's performance and share value, and improve corporate value over the medium to long term.」

「The company has introduced the employee incentive plan “Stock Benefit Trust (Employee Stock Ownership Plan Disposal Type)” to further enhance its employee benefit programs supporting the company's growth, provide incentives linked to an increase in the share price, heighten employees' awareness of the company's performance and share value, and improve corporate value over the medium to long term.」