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Dentsu : 2nd Partial Revision to the Notice of Convocation of the 177th Ordinary Meeting of Shareholders
Dentsu : 2nd Partial Revision to the Notice of Convocation of the 177th Ordinary Meeting of
About this update from Dentsu Group Inc.
March 19, 2026 Hiroshi Igarashi Director, Representative Executive Officer, President & Global CEO Dentsu Group Inc. 2 nd Partial Revision to the Notice of Convocation of the 177 th Ordinary Meeting of Shareholders We would like to revise the "Notice of Convocation of the 177th Ordinary General Meeting of Shareholders" (the "Notice of Convocation") as follows: Revised Section: Page 66 of the Notice of Convocation Business Report Ⅲ Items Related to the Company Executives Policy for Determining the Amount or Calculation Method of Compensation Directors and Executive Officers for FY2025 Basic policy for determining executive compensation Revised Content: Parts to be revised are underlined. [After Revision] (Compensation ratios when performance targets are met (for the President & CEO) and performance metrics for variable compensation) (Notes) 1. This represents the relative composition in amount if all the performance targets of variable compensation are met. This represents base annual salary for Executive Officers. Representative Executive Officers receive additional fixed compensation. Executive Officers who concurrently serve as Directors also receive fixed compensation in the capacity of Director. Following the partial withdrawal of the key financial targets for FY2027 disclosed in the medium-term management plan, as announced in the consolidated financial results for the fiscal year ended December 31, 2025 in February 2026, it has been determined, with retroactive effect to the grant date, that consolidated ROE will be excluded from the performance indicators for PSU for FY2025, and that such indicators will consist solely of TSR (total shareholder return) . (Omitted hereafter) [Before Revision] (Compensation ratios when performance targets are met (for the President & CEO) and performance metrics for variable compensation) (Notes) 1. This represents the relative composition in amount if all the performance targets of variable compensation are met. 2. This represents base annual salary for Executive Officers. Representative Executive Officers receive additional fixed compensation. Executive Officers who concurrently serve as Directors also receive fixed compensation in the capacity of Director. 3. The figures in parentheses in the Weight column represent the proportions of performance share units (PSU) included in medium- to long-term bonus. (Omitted hereafter) 2. Revised Section: Page 68 of the Notice of Convocation Business Report Ⅲ Items Related to the Company Executives 2. Policy for Determining the Amount or Calculation Method of Compensation Directors and Executive Officers for FY2025 Content and calculation of compensation Revised Content: Parts to be revised are underlined. [After Revision] 3) Medium- to long-term bonus The medium- to long-term bonus is made up of “performance share units (PSU)” and “stock price-linked monetary compensation (phantom stock),” with the ratio of these components set at 70%:30%. PSU is based on corporate performance across three consecutive fiscal years paid to Executive Officers, with the aim of enhancing business performance and corporate value over the medium to long term. Executive Officers receive, on a certain date during each fiscal year (the “Unit Grant Date”) while they are in office, a standard number of units determined in accordance with each Executive Officer’s management responsibilities (equivalent to the standard amount of PSU as part of medium- and long-term bonus, set in accordance with responsibility for the Company’s global management, divided by the average closing value of the Company’s shares during the month of January in the relevant fiscal year) as consideration for the execution of duties during the relevant fiscal year. In addition, on a certain date (the “Vesting Date”) after the passage of three consecutive fiscal years, the first of which is the fiscal year in which the Unit Grant Date falls (the “Performance Evaluation Period”), the grantee may acquire the right to receive delivery of the Company’s shares, etc. from a trust established for the plan (hereafter the “Trust”) on the Vesting Date. The standard number of units granted to each Executive Officer in the said first fiscal year will be adjusted within a range from 30% to 170%, including the number of units of stock price-linked monetary compensation (phantom stock), based on the figures for the total shareholder return (TSR) (hereinafter, the number of units after adjustment are referred to as the “Vested Units”). Thereafter, each Executive Officer may receive delivery of the Company’s shares, etc. from the Trust, in accordance with the number of Vested Units (in principle, the number of the Company’s common shares calculated corresponding to half of the Vested Units and an amount of cash equivalent to the market value of the number of the Company’s common shares calculated corresponding to the remaining half of the Vested Units as of the Vesting Date). However, Executive Officers residing outside Japan, who do not have a securities account that manages Japanese listed shares may receive monetary payment of an equivalent amount in lieu of all of the vested shares. Stock price-linked monetary compensation (phantom stock) is a cash-settled compensation linked to the Company's stock price, with the aim of motivating Executive Officers to improve the stock price over the medium to long term, and to recruit and retain outstanding human resources. Executive Officers receive phantom stock grants for the number of shares (units) calculated by dividing the standard amount, which is calculated by multiplying the base annual salary by a factor set in accordance with each Executive Officer's management responsibility, by the share price on a certain day of the fiscal year in which they are in office. Whenever a year passes from the vesting date, one third of the shares will be vested and the monetary amount calculated by multiplying the stock price at that time by the number of vested units owned by each Executive Officer is paid out in cash. Vested units of medium- to longterm bonus = Standard number of units based on the standard amount (phantom stock 30%) ＋ Standard number of units based on the standard amount (PSU 70%) × TSR VS. TOPIX including dividends ( 100% ) (Note) (Note) The figures in parentheses represent the payout rate if the target for the relevant metric is achieved. The reasons for selecting the metric used to calculate medium- to long-term bonus are as follows. TSR: The Company believes that this metric aligns Executive Officers’ perspectives with those of shareholders and other stakeholders. (Omitted hereafter) [Before Revision] 3) Medium- to long-term bonus The medium- to long-term bonus is made up of “performance share units (PSU)” and “stock price-linked monetary compensation (phantom stock),” with the ratio of these components set at 70%:30%. PSU is based on corporate performance across three consecutive fiscal years paid to Executive Officers, with the aim of enhancing business performance and corporate value over the medium to long term. Executive Officers receive, on a certain date during each fiscal year (the “Unit Grant Date”) while they are in office, a standard number of units determined in accordance with each Executive Officer’s management responsibilities (equivalent to the standard amount of PSU as part of medium- and long-term bonus, set in accordance with responsibility for the Company’s global management, divided by the average closing value of the Company’s shares during the month of January in the relevant fiscal year) as consideration for the execution of duties during the relevant fiscal year. In addition, on a certain date (the “Vesting Date”) after the passage of three consecutive fiscal years, the first of which is the fiscal year in which the Unit Grant Date falls (the “Performance Evaluation Period”), the grantee may acquire the right to receive delivery of the Company’s shares, etc. from a trust established for the plan (hereafter the “Trust”) on the Vesting Date. The standard number of units granted to each Executive Officer in the said first fiscal year will be adjusted within a range from 30% to 170%, including the number of units of stock price-linked monetary compensation (phantom stock), based on the figures for the total shareholder return (TSR) and the Group’s consolidated ROE as well as their respective weights (hereinafter, the number of units after adjustment are referred to as the “Vested Units”). Thereafter, each Executive Officer may receive delivery of the Company’s shares, etc. from the Trust, in accordance with the number of Vested Units (in principle, the number of the Company’s common shares calculated corresponding to half of the Vested Units and an amount of cash equivalent to the market value of the number of the Company’s common shares calculated corresponding to the remaining half of the Vested Units as of the Vesting Date). However, Executive Officers residing outside Japan, who do not have a securities account that manages Japanese listed shares may receive monetary payment of an equivalent amount in lieu of all of the vested shares. Payout rate based on the level of achievement of each metric (Note) Vested units of medium- to longterm bonus = Standard number of units based on the standard amount (phantom stock 30%) ＋ Standard number of units based on the standard amount (PSU 70%) × TSR VS. TOPIX including dividends ( 50% ) ＋ Group consolidated ROE (50%) Stock price-linked monetary compensation (phantom stock) is a cash-settled compensation linked to the Company's stock price, with the aim of motivating Executive Officers to improve the stock price over the medium to long term, and to recruit and retain outstanding human resources. Executive Officers receive phantom stock grants for the number of shares (units) calculated by dividing the standard amount, which is calculated by multiplying the base annual salary by a factor set in accordance with each Executive Officer's management responsibility, by the share price on a certain day of the fiscal year in which they are in office. Whenever a year passes from the vesting date, one third of the shares will be vested and the monetary amount calculated by multiplying the stock price at that time by the number of vested units owned by each Executive Officer is paid out in cash. (Note) The figures in parentheses represent the relative composition if all the performance targets are met. The reasons for selecting each metric used to calculate medium- to long-term bonus are as follows. TSR: The Company believes that this metric aligns Executive Officers’ perspectives with those of shareholders and other stakeholders. Consolidated ROE: The Company believes that this metric is appropriate from the perspective of further strengthening profit sharing with shareholders and consistency with the Mid-Term Management Plan 2025-2027 . (Omitted hereafter) END / 4