Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
May 13, 2026
Press Release
Company Name: Capcom Co., Ltd. Representative: Haruhiro Tsujimoto,
President and COO
(Code No. 9697 TSE Prime)
Contact: Ryohei Okada,
Senior Manager of Public Relations and Investor Relations Section
Phone Number: +81-6-6920-3623
Announcement Concerning Revisions to the Remuneration System forDirectors (Excluding Directors Who Are Members of the Audit and Supervisory Committee)Capcom Co., Ltd. (the “Company,” together with its subsidiaries , the “Group”) hereby announces that, pursuant to deliberations and recommendations by the Nomination and Remuneration Committee, the Board of Directors resolved at its meeting held today to revise the remuneration system for Directors (excluding Directors who are members of the Audit and Supervisory Committee) as described below, and to submit a proposal regarding this revision (hereinafter referred to as “this revision”) to the Ordinary General Meeting of Shareholders to be held on June 18, 2026.
- Objectives of This Revision
The Company has decided to revise its remuneration system for its Directors (excluding Directors who are members of the Audit and Supervisory Committee) in order to further strengthen initiatives aimed at enhancing the Group’s medium- to long-term corporate value and expanding incentives for stable profit growth, as well as promoting greater alignment of value creation with shareholders.
- Overview of This Revision
This revision encompasses items I to IV below.
Revision of monetary bonus amounts for Directors (excluding External Directors and Directors who are Audit and Supervisory Committee members) (hereinafter, “Revision I”)
Introduction of a performance-linked stock remuneration system (with a one-year target evaluation period) for Directors (excluding External Directors and Directors who are Audit and Supervisory Committee members) (hereinafter, “Revision II”)
Revision of the remuneration limit for performance-linked stock remuneration system (with a three-year target evaluation period) for Directors (excluding External Directors and Directors who are Audit and Supervisory Committee members) (hereinafter, “Revision III”)
Introduction of a restricted stock remuneration system for External Directors (excluding Directors who are members of the Audit and Supervisory Committee) (hereinafter, “Revision IV”)
The tables below outline the remuneration system for the Company's Directors (excluding Directors who are members of the Audit and Supervisory Committee) as it currently stands and after this revision.
[The current and revised remuneration systems for Directors (excluding External Directors and Directors who are Audit & Supervisory Committee members)]
Type of remuneration
Overview
Current
Revised
Revisions
Fixed
remuneration
Monetary
Basic remuneration
Amount of remuneration
(Limit determined by resolution of
General Meeting of Shareholders)
Up to 800 million yen annually
Up to 800 million yen annually
No
Performance-linked remuneration (variable remuneration)
Short-term
Monetary
Monetary bonus
Amount of
remuneration (Limit determined by resolution of
General Meeting of Shareholders)
[Revision I]
Up to 800 million yen annually
Up to 1,500 million yen annually
Yes
Stock
Performance-linked
remuneration
1-year evaluation
Introduction of system
[Revision II]
—
Up to 800 million yen and 640 thousand shares
annually
Newly introduced
Medium-to long-
term
Stock
3-year evaluation
Limit of
remuneration (Limit determined by resolution of
General Meeting of Shareholders)
[Revision III]
Up to 800 million yen and 2 million
shares annually
Up to 1,500 million yen and 1.2
million shares annually
Yes
(Note) Under Revisions I through III, monetary remuneration or shares of the Company’s common stock (hereinafter referred to as “Company shares”) will be paid or granted based on the degree to which targets are achieved. As of the date of the above revisions, it has not yet been determined whether such monetary remuneration or Company shares will be paid or granted to the eligible Directors, nor has the amount to be paid or the number of shares to be granted been finalized.
[The current and revised remuneration systems for External Directors (excluding Directors who are members of the Audit and Supervisory Committee)]
Type of remuneration
Overview
Current
Revised
Revisions
Fixed
remuneration
Monetary
Basic remuneration
Amount of remuneration
(Limit determined by resolution of
General Meeting of Shareholders)
Up to 100 million yen annually
Up to 100 million yen annually
No
Variable
remuneration
Stock
Restricted stock remuneration
(not performance-linked)
Introduction of system
[Revision IV]
—
Up to 50 million yen and 40 thousand shares
annually
Newly introduced
(Note) Revision IV is a non-performance-linked remuneration under which Company shares with transfer restrictions are granted to eligible External Directors on an annual basis, on the condition that the said External Directors have continuously held the position of Director of the Company or other positions determined by the Company's Board of Directors for a specified period set by the Board. The transfer restrictions on these shares are lifted upon the loss of any such position.
Each revision is summarized below. Regarding the Directors to whom the remuneration system after this revision apply, the term “Eligible Directors” will refer to the Company’s Directors (excluding External Directors and Directors who are Audit and Supervisory Committee members), while “Eligible External Directors” will refer to External Directors (excluding Directors who are members of the Audit and Supervisory Committee).”
- Overview of Each Revision
Overview of Revision I
At the 45th Ordinary General Meeting of Shareholders held on June 20, 2024, in regard to monetary remuneration for the Company’s Directors (excluding Directors who are Audit and Supervisory Committee members), the Company received approval to set the annual amount of remuneration for basic remuneration (fixed remuneration) at up to 900 million yen (of which up to 100 million yen is allocated to External Directors), and, separately from such basic remuneration, monetary bonuses (variable remuneration) for Eligible Directors at up to 800 million yen.
Revision I seeks to raise the upper limit of monetary bonuses to 1,500 million yen annually.
Overview of Revision II
Revision II is intended as a new performance-linked stock remuneration system (hereinafter, “New System A”) for Eligible Directors with a one-year target evaluation period, separate from the performance-linked stock remuneration system already introduced at the 45th Ordinary General Meeting of Shareholders held on June 20, 2024, which has a three-year target evaluation period (Revision III). Its purpose is to achieve the Group’s
management goal of “increasing operating profit by 10% each fiscal year” and to raise incentives for achieving stable profit growth, promoting a greater sharing of value with shareholders.
An overview of New System A is provided below under . The performance-linked stock remuneration (with a one-year target evaluation period) paid out in accordance with New System A (hereinafter referred to as “the Performance-Linked Stock Remuneration”) consists of Company shares granted to Eligible Directors after the end of the evaluation period, which is defined as the period from April 1 of each year to March 31 of the following year (one fiscal year, hereinafter referred to as the “Target Evaluation Period”), depending on the degree of achievement of the targets during the Target Evaluation Period.Accordingly, for the Performance-Linked Stock Remuneration, Company shares are granted according to the degree of achievement of performance targets, etc. At the time of the introduction of New System A, whether or not the shares will be delivered to each Eligible Director, as well as the amount to be delivered, have not yet been determined.
① Contents of restricted stock allocation agreement
When issuing or disposing of Company shares as Performance-Linked Stock Remuneration, the Company and the Eligible Directors (limited to Eligible Directors who are Directors of the Company or serve in other positions determined by the Company’s Board of Directors on the date of the resolution of the Company’s Board of Directors) will enter into a restricted stock allocation agreement (hereinafter the “Allocation Agreement A”). The contents of the agreement include the following.
Eligible Directors may not transfer, create security interests in, or otherwise dispose of Company shares allocated under the Allocation Agreement A (hereinafter the “Allocated Shares A”) during the period from the date of issuance of Allocated Shares A until the date on which they lose their position as Directors of the Company or other positions determined by the Board of Directors of the Company.
In the event that the Company’s Board of Directors determines that it is appropriate for the Company to acquire the Allocated Shares A free of charge due to a violation of laws and regulations, internal rules, or the Allocation Agreement A by an Eligible Director, or for other reasons, the Company shall acquire the Allocated Shares A free of charge.
② Allocation method of restricted stock
As the Performance-Linked Stock Remuneration, the Company will issue restricted stock (RS) based on the degree of growth in performance indicators during the Target Evaluation Period.
Restricted stock (RS) will be delivered by method (i) or (ii) below.
The Company will allocate Company shares to Eligible Directors free of charge as consideration for the Directors’ execution of duties, without requiring any payment of money, etc. in exchange for the offered shares.
The Company will pay monetary remuneration claims in an amount calculated by multiplying the number of shares to be allocated to relevant Eligible Directors by the amount to be paid in for Company shares to be allocated, and in exchange for the in-kind contribution of such monetary remuneration claims by each Eligible Director, allocate Company shares to each Eligible Director.
The amount of remuneration for Eligible Directors when using method (i) above, and the amount to be paid for the Company shares to be allocated to Eligible Directors when using method (ii) above, will be determined by the Company’s Board of Directors based on the closing price of the Company shares on the Tokyo Stock Exchange on the business day preceding the day of the resolution of the Board of Directors regarding the determination of such allocation (if no trading is concluded on said day, the closing price on the most recent trading day preceding it), within a range that is not particularly advantageous to the Eligible Directors.
③ Limit on amounts of remuneration under New System A
The total value of Company shares with transfer restrictions (hereinafter referred to as “restricted stock (RS)”) granted to Eligible Directors, or the monetary remuneration claims paid for the purpose of such grants, as Performance-Linked Stock Remuneration, shall not exceed 800 million yen annually.
In addition, the total number of Company shares to be granted shall not exceed 640,000 shares per year, and the ratio of the number of said shares to the total number of issued shares (the total number of issued shares as of the end of April 2026 minus treasury shares, including Company shares held by the “Stock-granting ESOP Trust Account”) is 0.15%. However, if a stock split of Company shares (including the gratis allotment of Company shares) or a reverse stock split occurs, or if any other reason arises that necessitates an adjustment to the total number of Company shares to be issued or disposed of, the total amount will be adjusted within a reasonable range.
④ Calculation method for performance-linked stock remuneration in New System A
The number of restricted stocks (RS) to be delivered to each Eligible Director will be calculated according to the following formula.

