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FUJI OIL : Announces Terms for Trustee’s Acquisition of Shares Under Stock Compensation Plan
FUJI OIL : Announces Terms for Trustee’s Acquisition of Shares Under Stock Compensation
About this update from Fuji Oil Co. Ltd.
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. August 8, 2025 To whom it may concern: Company Name: FUJI OIL CO., LTD. Representative: Tatsuji Omori, President & CEO (Code:2607 TSE Prime Market) Inquiries: Yoshiharu Okamoto Corporate Communication Department General Manager (Tel:+ 81-72-457-9908 ） FUJI OIL CO., LTD. Announces Terms for Trustee's Acquisition of Shares Under Stock Compensation Plan FUJI OIL CO., LTD. hereby announces that its Board of Directors, at a meeting held on May 22, 2025, determined to continue the stock compensation plan (hereinafter referred to as "the Plan") introduced on August 24, 2020, for directors and executive officers of the Company (hereinafter collectively referred to as "Directors, etc.").We hereby announce that at the Board of Directors meeting held today, our company has determined to make an additional trust deposit to enable the trustee of the trust established for the Plan (hereinafter referred to as "the Trust") to acquire additional shares of our company. Details are as follows. The Plan was resolved at the regular shareholders' meeting held on June 21, 2022, to change the target to our directors (excluding outside directors and directors who are members of the Audit and Supervisory Committee) in conjunction with the transition to a company with an Audit and Supervisory Committee. At the Board of Directors meeting held on May 20, 2022, the Company determined to add executive officers (excluding those who also serve as directors of our company) to the target. For more information on the Plan, see Notice Regarding Plan to Adopt Performance-Linked Compensation for Directors (released on May 19, 2020). Description of the Trust (1) Trust name Trust for Delivering Shares to Directors and Officers (2) Settlor FUJI OIL CO., LTD. (3) Trustee Sumitomo Mitsui Trust Bank, Limited Retrustee: Custody Bank of Japan, Ltd. (4) Beneficiaries Eligible Directors and Officers (5) Caretaker FUJI OIL CO., LTD. and an independent third party (6) Exercise of voting rights The trustee refrains from exercising voting rights in the entrusted shares for the duration of the Trust period. (7) Type of trust Third-party benefit trust, categorized as monetary trust with no cash payout. (8) Date of trust agreement August 24, 2020 (9) Date for entrusting cash August 26, 2025 (10)Trust end date August 31, 2028 (tentative) Terms by which trustee acquires shares in FUJI OIL CO., LTD. (1) Type of shares trustee acquires Common shares (2) Amount of cash Fuji Oil CO., LTD. entrusts to trustee for purchasing the shares JPY 420,986,000 (3) Total shares trustee acquires 148,000 (4) Method by which trustee acquires the shares Third-party allotment (FUJI OIL CO., LTD. disposes of treasury stock and allots the shares to the trustee). (5) Date of acquisition August 26, 2025 End