August 5, 2025
Company: | FUJI CORPORATION |
Representative: | Joji Isozumi, President & CEO |
(Securities Code: 6134, TSE Prime, NSE Premier) | |
Contact: | Junichi Kano, CFO |
(Tel: +81 566-81-8246) |
FUJI CORPORATION (the "Company") hereby announces that the Board of Directors, at its meeting held on August 5, 2025, resolved to introduce an employee incentive plan for employees (the "Plan") who satisfy certain requirements set by the Company (the "Eligible Employees"), as outlined below.
Purpose of Introducing the PlanOur group is strengthening its investment in human capital to achieve the targets of 10% ROE and PBR of 1.1 times or higher set forth in the Mid-term Business Plan 2026. As part of these efforts, the Company has introduced the Plan to encourage employees to be mindful of enhancing corporate value over the medium to long term and to take proactive steps toward sustainable growth.
By introducing the Plan, we aim to enhance performance and corporate value in the medium to long term, while also fostering employees' motivation and engagement, and cultivating a sense of ownership. This will advance our initiatives to fulfill our purpose: "Enriching the lives of those in the world around us."
The Plan adopts a system called the Stock Grant ESOP1 (the "ESOP Trust"). The ESOP Trust is an employee incentive plan that, based on the predetermined stock-based compensation plan rules, provides the Eligible Employees who satisfy certain requirements with the Company's shares and cash equivalent to the proceeds from the sale of the Company's shares, acquired by the ESOP Trust. These are referred to as the "Company Shares," and the provision of the Company Shares is referred to as "Provision."
The introduction of the Plan enables the Eligible Employees to receive economic benefits from the Company's stock price gains, thereby encouraging them to perform their duties with stock performance in mind and enhancing their motivation to work.
The exercise of voting rights for the Company's shares held in the trust assets of the ESOP Trust is structured to reflect the intentions of employees who are beneficiary candidates, making it an effective corporate value enhancement plan that fosters a sense of participation in management among the Eligible Employees.
Note: In association with introducing the Plan, it has also been resolved that 186,700 shares (JPY 531 million) of 9,026,846 treasury shares of the Company held by the Company (as of March 31, 2025) will be disposed of to the ESOP Trust. For details, refer to announcement of the "Notice Regarding Introduction of Employee Incentive Plan" released today.
1 Abbreviation of Employee Stock Ownership Plan
1. Outline of the PlanConsignor
The Company
②
③
③
➃
⑦Transfer and cancellation of residual shares without charge
①Establishment of stock-based compensation plan rules
Establishment
of the Trust
Company share
Payment
Dividends
ⒷDelivery of residual assets
TrusteeMitsubishi UFJ Trust and Banking Corporation
(Co-trustee: The Master Trust Bank of Japan, Ltd.)
ESOP Trust Company shares and cash
⑥Provision of Company shares and cash delivery
BeneficiaryEligible Employees
⑤Instruction to exercise voting rights, etc.
Trust administrator
① The Company will establish stock-based compensation plan rules at the time of the introduction of the Plan.
② The Company will establish the ESOP Trust, in which money will be placed in trust, and the Eligible Employees who satisfy the requirements for beneficiaries will be the beneficiaries.
③ The ESOP Trust will acquire from the Company (the treasury stock disposal) the number of shares expected to be granted to the beneficiaries during the trust period, using the money contributed in
② above as the source of funds, in accordance with the instructions of the trust administrator.
➃ Dividends are paid to the Company's shares in the ESOP Trust in the same manner as other Company shares.
⑤ Throughout the trust period, the ESOP Trust holding the Company's shares shall exercise shareholder rights, including voting rights, in accordance with instructions provided by the trust administrator.
⑥ The Company will carry out the Provision of the Company Shares for the Eligible Employees who
satisfy certain requirements, in accordance with stock-based compensation plan rules.
⑦ In the event that residual shares remain at the end of the trust period, the ESOP Trust will either continue to be used as a new plan by amending the trust agreement and adding an additional trust, or the ESOP Trust will transfer such residual shares to the Company without charge and cancel them by a resolution of the Board of Directors.
Ⓑ The remaining dividends on the Company's shares in the ESOP Trust at the end of the trust period will be used as funds to acquire shares if the ESOP Trust is used continuously, but if the ESOP Trust is terminated due to the expiration of the trust period, the excess over the trust expense reserve will be donated to organizations unaffiliated with the Company.
(Note) During the trust period, if the number of shares in the ESOP Trust is inadequate, or if the money in the trust assets may be insufficient to pay trust fees and trust expenses, additional money may be placed in the ESOP Trust.
ReferenceDetails of the Trust Agreement
(1) Types of trusts | Monetary trusts other than specified solely managed monetary trusts (other-benefit trusts) |
(2) Purpose of the trust | Provision of incentives for employees |
(3) Consignor | The Company |
(4) Trustee | Mitsubishi UFJ Trust and Banking Corporation (Co-trustee: The Master Trust Bank of Japan, Ltd.) |
(5) Beneficiary | Employees who meet the requirements for beneficiaries |
(6) Trust administrator | Third parties who have no interest in the Company (Certified Public Accountants) |
(7) Trust agreement date | August 21, 2025 (planned) |
(8) Duration of the trust | August 21, 2025 to August 31, 2027 (planned) |
(9) System start date | October 1, 2025 (planned) |
(10) Exercise of voting rights | The trustee will exercise the voting rights of the Company's shares by following the instructions of the trust administrator that reflect the exercise of voting rights by the beneficiary candidates. |
(11) Type of acquiring stock | Common stock of the Company |
(12) Total amount of acquiring stock | JPY 531 million |
(13) Method of acquiring stock | Acquire from the Company (the treasury stock disposal) |
