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Marui : Notice of Continuation and Partial Revision of Performance-Based Stock Compensation Plan for Directors, etc.
Marui : Notice of Continuation and Partial Revision of Performance-Based Stock Compensation Plan for Directors,

About this update from Marui Group Co., Ltd.
May 15, 2026 Company Name: MARUI GROUP CO., LTD. Representative Name: Hiroshi Aoi President and Representative Director (Securities Code: 8252, Tokyo Stock Exchange, Prime Market) Inquiries: Masami Endoh, Executive Officer General Manager, Corporate Planning Division (TEL: +81-3-3384-0101) Notice of Continuation and Partial Revision of Performance-Based Stock Compensation Plan for Directors, etc. We hereby announce that our Board of Directors has resolved at a meeting held today to continue the performance-based stock compensation system (hereinafter referred to as "the Plan"), the Directors' BIP Trust (hereinafter referred to as "the Trust"), which has been in place since 2016. At the same time, the Board of Directors also resolved at its meeting held today to continue the incentive plan for the Group's senior management employees. The amount of additional Trust money to be paid for the acquisition of our company's stock in connection with the continuation of the Plan, the timing and method of acquisition of our company's stock have not yet been determined and will be announced once determined. Continuation of the Plan The Company has decided to continue this Plan for the Company's Directors (excluding external directors and domestic non-residents) and Executive Officers, as well as Directors (excluding external directors and domestic non-residents, and together with the Company's Directors and Executive Officers, hereinafter referred to as "Eligible Directors") of 14 Group companies (hereinafter referred to as the "Subject Subsidiaries" and together with the Company and the Subject Subsidiaries, referred to as the "Eligible Companies"), with the aim of increasing their awareness of the need to contribute to improving the medium- and longterm performance and increasing the corporate value of our group. The continuation of this Plan is intended to further clarify the linkage between the remuneration of Eligible Directors and our company's share value, to further share value with shareholders, to further raise awareness of the contribution of Eligible Directors to improving the Company's performance and increasing its corporate value over the medium to long term, and to promote the Company's co-creation sustainability management. The amount of additional trust money to be paid for the acquisition of our company's stock in connection with the continuation of the Plan, the timing and method of acquisition of our company's stock have not yet been determined and will be announced once determined. Partial Revision of the Plan This Plan shall establish the Trust with the amount of compensation for Eligible Directors contributed by Eligible Companies, and shall deliver and provide (hereinafter referred to as the "Delivery, etc.") Eligible Directors with our company's stock and money equivalent to the cash proceeds from the conversion of our company's stock (hereinafter referred to as the "our company's stock, etc.") through this trust. In continuing this Plan, we will extend the trust period of the trust already established and partially revise the contents of the Plan as follows, within the scope approved at the 83rd Ordinary General Meeting of Shareholders held on June 20, 2019 under Agenda Item No. 5, "Revision of the Performance-Linked Stock Compensation Plan for Directors." Except as described below, the current terms of the Plan will remain unchanged. Covered period and trust period The company previously introduced the Plan using the Trust established by the our cash contribution for two fiscal years covering the fiscal year ended March 31, 2025 and the fiscal year ended March 31, 2026. By extending the trust period and making additional contributions, we will continue the Plan and grant Delivery, etc. of the company stock, etc. for the initial three fiscal years covered by the Company's current "Management Vision & Strategy Story 2031," namely, the three fiscal years from the fiscal year ending March 31, 2027 through the fiscal year ending March 31, 2029 (hereinafter referred to as the "Applicable Period"), in accordance with the positions of the Eligible Directors, etc. and performance indicators such as the degree of achievement of targets for our performance indices. In addition, upon expiration of the extended trust period, the Trust may continue by amending the trust agreement and making additional contributions. Calculation Method for the Number of our company's stock to be delivered to Eligible Directors, etc. The number of our company's stock, etc. subject to Delivery, etc. to Eligible Directors, etc. is calculated by accumulating points granted at a certain time each year based on position, and multiplying the total accumulated points during the Applicable Period by a performance-linked coefficient. The performance-linked coefficient is determined within a range of 0% to 110% depending on the degree of achievement of performance targets for the company performance indices in the final fiscal year of the Applicable Period (for the Applicable Period immediately after this revision, the indicators include ROE, average annual EPS growth rate, TSR, and ESG evaluation indicators used to promote the Company's co-creative sustainability management). One point corresponds to one share of the Company's common stock; however, if an event occurs during the trust period for which it is deemed fair to adjust the number of points (such as a stock split or reverse stock split), adjustments will be made according to the relevant split or consolidation ratio. (Reference) 【Details of the trust agreement】 Types of Trust Monetary trusts other than those for specific sole operation (trusts for the benefit of others) Purpose of the Trust Granting Incentives to Eligible Directors, etc. Consignor Our Company Trustee Mitsubishi UFJ Trust and Banking Corporation (Joint Trustee: The Master Trust Bank of Japan, Ltd.) Beneficiary The Directors, etc. concerned who meet the beneficiary requirements Trust administrator A third party with no vested interest in our company (Certified Public Accountant) Trust period August 29, 2016, to end of August 2026 (before the revision) August 29, 2016, to end of August 2029 (planned) (after the revision) Exercising voting rights The voting rights shall not be exercised. Type of stock acquired Our common stock Amount of Additional Trust Money To be determined Method of acquiring stock Acquired from the Company (disposal of treasury stock) or from the stock market Holder of Vested Right Our Company Residual assets The residual assets that our company, as the party entitled, can receive are limited to the trust expense reserve, which is the trust money minus the stock acquisition funds. (Notes) The planned timing described above may be changed to an appropriate timing in light of applicable laws and regulations, as necessary.
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