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Dentsu : Partial Revision to the Notice of Convocation of the 177th Ordinary Meeting of Shareholders
Dentsu : Partial Revision to the Notice of Convocation of the 177th Ordinary Meeting of
About this update from Dentsu Group Inc.
March 12, 2026 Hiroshi Igarashi Director, Representative Executive Officer, President & Global CEO Dentsu Group Inc. Partial Revision to the Notice of Convocation of the 177 th Ordinary Meeting of Shareholders We hereby notify you of the following partial revisions to the "Notice of Convocation of the 177th Ordinary General Meeting of Shareholders" (the "Notice of Convocation") as follows: No. Name *Executive Director Position to be assumed 1 Gan Matsui Outside Independent Director Non-Executive Chairman of the Board 2 Takeshi Sano* Nominating Committee Director Representative Executive Officer, President & Global CEO, dentsu CEO, dentsu Japan 3 Yoshimasa Watahiki* Director Representative Executive Officer, Executive Vice President, Global Chief Corporate Affairs Officer, dentsu Revised Section: Page 27 of the Notice of Convocation Revised Content: Parts to be revised are underlined. [After Revision] [Before Revision] No. Name *Executive Director Position to be assumed 1 Gan Matsui Outside Independent Director Non-Executive Chairman of the Board 2 Takeshi Sano* Nominating Committee Director Representative Executive Officer, President & Global CEO, dentsu CEO, dentsu Japan 3 Yoshimasa Watahiki* Director Representative Executive Officer, Executive Vice President, Global Chief Corporate Affairs Officer, dentsu COO, dentsu Japan Revised Section: Page 41 of the Notice of Convocation Note 11 of Proposal No. 2 "Appointment of 11 Directors" Revised Content: Parts to be revised are underlined. [After Revision] (Note 11) The explanation on the maximum amount under the performance-based stock compensation plan is as follows: Under our performance-based stock compensation plan ( a medium- and long-term bonus plan from FY2025. The same shall apply hereinafter), before FY2022, Executive Officers (including those who concurrently served as Directors), and in FY2023 and thereafter, Group Management Team Members (including Executive Officers who concurrently serve as Group Management Team Members), will be granted in each relevant fiscal year (1) the "Basic Units" calculated in accordance with the calculation formula prescribed in the Officers Stock Incentive Regulations (the Officers Long-term Incentive Regulations from March 2025. The same shall apply hereinafter.) as compensation for the performance of their duties, then (2) depending on performance of their duties, the Basic Units will be adjusted in accordance with the calculation formula prescribed in the Officers Stock Incentive Regulations after a lapse of three consecutive fiscal years (the "Business performance Assessment Period"), and (3) in accordance with the units adjusted and finalized through these procedures, they receive common stocks of the Company and an amount of money equivalent to the market value ("Common Stocks"). The above number of stocks of the Company means a calculated maximum amount which can be provided for each candidate as a reward for their performance in the relevant fiscal year under the performance-based stock compensation plan of the Company. Thus, the total actual number of Common Stocks of the Company provided for each candidate varies between 0 (for fiscal year 2024, 30 % of the maximum number, as the "fixed portion" accounting for 30% is included in the "Basic Units") and the maximum amount according to the business results of the Company in the Business Performance Assessment Period. For the avoidance of doubt, the voting rights with the stocks provided for candidates are not exercised until such stocks are received by them. [Before Revision] (Note 11) The explanation on the maximum amount under the performance-based stock compensation plan is as follows: Under our performance-based stock compensation plan ( a medium- and long-term bonus (PSU) plan from FY2025), before FY2022, Executive Officers (including those who concurrently served as Directors), and in FY2023 and thereafter, Group Management Team Members (including Executive Officers who concurrently serve as Group Management Team Members), will be granted in each relevant fiscal year (1) the "Basic Units" calculated in accordance with the calculation formula prescribed in the Officers Stock Incentive Regulations as compensation for the performance of their duties, then (2) depending on performance of their duties, the Basic Units will be adjusted in accordance with the calculation formula prescribed in the Officers Stock Incentive Regulations after a lapse of three consecutive fiscal years (the "Business performance Assessment Period"), and (3) in accordance with the units adjusted and finalized through these procedures, they receive common stocks of the Company and an amount of money equivalent to the market value ("Common Stocks"). The above number of stocks of the Company means a calculated maximum amount which can be provided for each candidate as a reward for their performance in the relevant fiscal year under the performance-based stock compensation plan of the Company. Thus, the total actual number of Common Stocks of the Company provided for each candidate varies between 0 and the maximum amount according to the business results of the Company in the Business Performance Assessment Period. For the avoidance of doubt, the voting rights with the stocks provided for candidates are not exercised until such stocks are received by them. Revised Section: Page 69 of the Notice of Convocation Business Report Ⅲ Items Related to the Company Executives 3. Amount and Calculation Method of Executive Compensation for FY2025 (1) Total amount of executive compensation for FY2025 Revised Content: Parts to be revised are underlined. [After Revision] Number of eligible persons Total amount of compensation (million yen) Amount by type of compensation (million yen) Fixed compensation (monetary) Variable compensation Annual bonus (monetary) Medium- to long-term bonus ( phantom stock ) (monetary) Medium- to long-term bonus (PSU) (stock compensation) Directors Internal 3 18 18 - - - Outside 9 184 184 - - - Executive Officers 4 996 401 336 92 166 (Notes) 1. The table above includes one Director (internal) who retired upon the expiration of his/her term at the conclusion of the Ordinary General Meeting of Shareholders held on March 28, 2025. For the Executive Officers concurrently serving as Directors, compensation in their capacity as a Director is included in the total compensation for Directors (internal), and compensation in their capacity as an Executive Officer is included in the total compensation for Executive Officers. The three Executive Officers concurrently serving as Directors are therefore counted in both Directors (internal) and Executive Officers. The content, calculation method, etc. of the performance metrics for annual bonus and medium- and long-term bonus for FY2025 are as described in "2) Annual bonus and 3) Medium- to long-term bonus" in "2. Policy for Determining the Amount or Calculation Method of Compensation for Directors and Executive Officers for FY2025 (2) Content and calculation of compensation." The amount of annual bonus represents the sum of 1) the amount expensed in the fiscal year under review with respect to the annual bonus for performance in the same fiscal year and 2) the amount of annual bonus for performance in FY2024 actually paid in FY2025 less the amount expensed in FY2024 with respect to such annual bonus. The amount of medium- to long-term bonus represents the amount expensed in the fiscal year under review with respect to the medium- to long-term bonus granted in the same fiscal year. The amount of medium- to long-term bonus (PSU) includes the amount to be paid corresponding to half of the number of vested units. The figure in the above table does not include the compensation for one Executive Officer who receives compensation solely from a subsidiary of the Company. [Before Revision] Number of eligible persons Total amount of compensation (million yen) Amount by type of compensation (million yen) Fixed compensation (monetary) Variable compensation Annual bonus (monetary) Medium- to long-term bonus ( phantom stock ) (monetary) Medium- to long-term bonus (PSU) (stock compensation) Directors Internal 3 18 18 - - - Outside 9 184 184 - - - Executive Officers 5 1,679 653 702 115 208 (Notes) 1. The table above includes one Director (internal) who retired upon the expiration of his/her term at the conclusion of the Ordinary General Meeting of Shareholders held on March 28, 2025. For the Executive Officers concurrently serving as Directors, compensation in their capacity as a Director is included in the total compensation for Directors (internal), and compensation in their capacity as an Executive Officer is included in the total compensation for Executive Officers. The three Executive Officers concurrently serving as Directors are therefore counted in both Directors (internal) and Executive Officers. The content, calculation method, etc. of the performance metrics for annual bonus and medium- and long-term bonus for FY2025 are as described in "2) Annual bonus and 3) Medium- to long-term bonus" in "2. Policy for Determining the Amount or Calculation Method of Compensation for Directors and Executive Officers for FY2025 (2) Content and calculation of compensation." The amount of annual bonus represents the sum of 1) the amount expensed in the fiscal year under review with respect to the annual bonus for performance in the same fiscal year and 2) the amount of annual bonus for performance in FY2024 actually paid in FY2025 less the amount expensed in FY2024 with respect to such annual bonus. The amount of medium- to long-term bonus represents the amount expensed in the fiscal year under review with respect to the medium- to long-term bonus granted in the same fiscal year. The amount of medium- to long-term bonus (PSU) is includes the amount to be paid corresponding to half of the number of vested units. END / 3