February 12, 2026
Broadleaf Co., Ltd. Representative: Kenji Oyama,
Representative Director, President and CEO (Code No.: 3673 Prime Market of the Tokyo Stock Exchange)
Notice Regarding Partial Amendment to the Stock Benefit TrustBroadleaf Co., Ltd. (the "Company") hereby announces that, at a meeting of its Board of Directors held today, it resolved to revise the current stock benefit trust (the "Current Plan") for employees of the Company and its consolidated subsidiaries (collectively, the "Employees"), and to adopt a new stock benefit trust (J-ESOP-RS) (the "Plan"), under which shares granted to Employees will be subject to transfer restrictions for a certain period.
Background and Purpose of Partial Amendment to the Current Plan
In order to realize its corporate philosophy of "Gratitude and Joy," the Company has considered various incentive plans from the perspective of encouraging Employees to take on challenges at a higher level and rewarding their achievements, and has decided to implement a partial amendment to the Current Plan. Through this amendment, by strengthening incentives for Employees, the Company aims to further enhance the linkage between the treatment of Employees and the Company's share price and business performance, reinforce Employee engagement, and thereby lead to sustainable enhancement of corporate value.
Overview of the Plan
Under the Plan, pursuant to the stock benefit rules established in advance by the Company and its Group companies, the Company's shares and cash equivalent to the market value of the Company's shares (collectively, the "Company Shares, etc.") will be delivered to Employees who satisfy certain requirements.
Through a trust (the "Trust") to be established based on a trust agreement to be entered into between the Company and Mizuho Trust & Banking Co., Ltd. in connection with the Plan, points will be granted to Employees according to their individual level of contribution, etc., and, when they acquire the right to receive benefits upon satisfaction of certain conditions, the Company Shares, etc. corresponding to the number of points granted will be delivered to them. When Employees receive a delivery of the Company's shares while in office, they will, prior to such delivery, enter into an agreement with the Company providing for restrictions on the transfer of such shares. As a result, the Company shares delivered to Employees while in office will be subject to restrictions on disposition, such as transfer, until their resignation or retirement from the Company.
The shares to be delivered to Employees under the Plan, including those for future delivery, will be acquired with cash contributed in advance upon establishment of the Trust and will be separately managed as trust assets.
By introducing the Plan, the Company expects to further increase Employees' interest in enhancing the Company's share
price and business performance and to encourage them to engage in their duties with even greater motivation than before.
(Structure of the Plan)
[Trustor]
①Revision of stock benefit rules
④Execution of share transfer restriction agreements
Employees
The Company
⑤Granting of points
②Trust of cash contributions
⑥exercise of voting rights
Trust administrator
Acquisition of the right to receive benefits
Instructions regarding the exercise of voting rights
③Acquisition of Company shares
[Trustee]
Mizuho Trust & Banking Co., Ltd. (Re-trustee: Japan Custody Bank, Ltd.)
Company shares
⑦ Delivery of Company Shares, etc.
[Beneficiaries] Employees who satisfy the beneficiary requirements
※The underlined items indicate the main points of amendment from the Current Plan.
The Company will revise stock benefit rules in connection with the introduction of the Plan.
In order to acquire in advance the shares to be delivered in the future to Employees pursuant to the stock benefit rules, the Company will place cash in trust (a trust for the benefit of a third party) with Mizuho Trust & Banking Co., Ltd. (re-trustee: Japan Custody Bank, Ltd.).
The Trust will acquire the Company's shares, using as funds the cash entrusted as described in (2), by purchasing
them through the stock exchange market or by subscribing for the disposal of treasury shares by the Company.
Employees will enter into a share transfer restriction agreement with the Company, which provides that the Company shares delivered to them while in office will be subject to restrictions on disposition, such as transfer, until their resignation or retirement from the Company, and includes certain clauses regarding acquisition without consideration by the Company.
The Company will grant points to Employees in accordance with the stock benefit rules.
The Trust will exercise voting rights based on instructions from the trust administrator.
The Trust will deliver the Company's shares to those Employees who satisfy the beneficiary requirements prescribed in the stock benefit rules (the "Beneficiaries"), in an amount corresponding to the number of points granted to such Beneficiaries. However, if an Employee satisfies the requirements prescribed in the stock benefit rules, cash equivalent to the market value of the Company's shares will be delivered at the time of retirement with respect to a certain percentage of such points.
Outline of the Trust
Name: Stock Benefit Trust (J-ESOP-RS)
Trustor: Broadleaf Co., Ltd.
Trustee: Mizuho Trust & Banking Co., Ltd.
Mizuho Trust & Banking Co., Ltd. will enter into a comprehensive trust agreement with Japan Custody Bank, Ltd., and Japan Custody Bank, Ltd. will become the re-trustee.
Beneficiaries: Employees who satisfy the beneficiary requirements prescribed in the stock benefit rules
Type of trust: Trust for money other than a money trust (trust for the benefit of a third party)
Purpose of trust: To deliver the Company Shares, etc. to the Beneficiaries pursuant to the stock benefit rules
Date of execution of the trust agreement: August 10, 2016 (date of execution of the trust agreement for the Current Plan)
Date on which cash was entrusted: August 10, 2016 (date of establishment of the trust for the Current Plan)
Trust period: From August 10, 2016 until the termination of the Trust
(No specific termination date will be set, and the Trust will continue as long as the Plan continues.)