Translation
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 19, 2026
To whom it may concern:
Company name | Kamigumi Co., Ltd |
Representative | Norihito Tahara, President & Representative Director |
Stock code: | 9364; TSE Prime Market |
Inquiries | Takashi Iwashita, Manager of General Affairs Department |
(Tel. +81-78-271-5110) |
At a meeting of board of directors held on May 19, 2026, the Company reviewed its executive compensation system and resolved to introduce a performance-linked stock compensation plan (hereinafter referred to as the "Plan"), and decided to submit a proposal regarding this system to the 87th ordinary general meeting of shareholders (hereinafter referred to as the "Shareholders' Meeting") to be held on 26 June, 2026, as follows.
Note
Purpose of introducing this plan
Currently, the remuneration system for directors (excluding external directors, hereinafter referred to as "Subject Directors") consists of monthly basic compensation (cash compensation) and medium- to long-term compensation (stock compensation).
The purpose of the new Plan is to clarify the linkage between directors' remuneration and the Company's business performance and share value, to provide incentives to achieve the performance targets set in the Company's medium-term management plan and to continuously increase corporate value through medium-to long-term performance improvement, and to further promote value sharing with shareholders, The Company has decided to review its executive remuneration system and introduce a new Plan.
Under the Plan, monetary compensation claims for the allotment of the Company's common stock and money to secure funds for tax payments will be paid to the Subject Directors as compensation, and the introduction of the Plan is subject to the approval of shareholders for such payment at the Shareholders' Meeting.
The 81st ordinary general meeting of shareholders held on June 26, 2020 resolved that the amount of remuneration, etc. for directors shall be limited to 600 million yen per year (including 50 million yen per year for external directors. It does not include the salaries as employee of directors who also serve as employees). The 80th ordinary general meeting of shareholders held on June 27, 2019 approved that the maximum amount of stock compensation (remuneration from restricted stock) to directors (excluding external directors) shall be limited to 30 million yen per year (does not include the salaries as employee of directors who also serve as employees) and the total number of shares to be delivered shall be limited to 12,000 shares per year. At Shareholders' Meeting, the Company plans to seek the approval of shareholders for the introduction of a
new remuneration system and the establishment of a new remuneration limit for the Company's Subject Directors separate from the aforementioned remuneration limit.
Overview of this plan
The newly introduced compensation plan is a performance-linked stock compensation plan under which common stock of the Company will be delivered and cash payments will be made according to the degree of achievement of performance targets predetermined by the board of directors of the Company.
Upon delivery of shares, the Subject Director will pay the monetary compensation claims paid by the Company under the Plan as assets contributed in kind and will be issued or disposed of shares of common stock of the Company. Furthermore, we will provide Subject Directors with a sum of money under this system for the purpose of using it to pay taxes.
Under this Plan, in principle, the board of directors will determine in advance the performance targets for the performance evaluation period of the medium-term management plan period, and depending on the degree of achievement of the performance targets, common stock of the Company will be delivered and cash payments will be made after the end of the performance evaluation period. The total amount of monetary compensation claims and money to be paid to Subject Directors under this Plan shall be up to 200 million yen per year (does not include the salaries as employee of directors who also serve as employees). Furthermore, the total number of our common stock issued or disposed of after the end of the performance evaluation period will be limited to 16,000 shares per year. The initial performance evaluation period will be four (4) years, from the fiscal year ended March 2027 to fiscal year ended March 2030, and the performance indicators will be consolidated ROE, TSR, CO2 emission reductions, and employee engagement score. After the initial performance evaluation period, the implementation of this system may be continued to the extent approved by the Shareholders' Meeting. (Since the initial performance evaluation period will be four (4) fiscal years, the amount of lump-sum payment for the same period will be no more than 800 million yen (does not include the salaries as employee of directors who also serve as employees) and the number of lump-sum payment for the same period will be no more than 64,000 shares)
The specific timing and details of payments to each Subject Director under this system will be decided by the board of directors. The amount to be paid per share under this Plan will be determined by the board of directors based on the closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of each board resolution (hereinafter referred to as the "Delivered Board of Directors' Resolution") (if no transaction is executed on the same day, the closing price of the most recent trading day prior to that day) concerning the delivery of the Company's common stock, to the extent not particularly favorable to the directors who will subscribe to such common stock.
Under the Plan, in certain cases, such as when a Subject Director retires due to death after the start of the subject period but before the share delivery date, or when a certain reorganization, etc. is approved during the subject period, a cash payment will be made to the Subject Director or the person who succeeds to his/her rights in accordance with procedures determined in advance, instead of the delivery of the Shares.
Under this Plan, in addition to the Subject Directors, the same system as that for the Subject Directors will
be introduced for delegated executive officers who do not concurrently serve as directors of the Company by a resolution of the board of directors of the Company.
for the
