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 the Incentive Plan for Group Executive Management Employees
We hereby announce that our Board of Directors has resolved at a meeting held today to continue the incentive plan (hereinafter referred to as "the Plan"), ESOP Trust (hereinafter referred to as "the Trust") for group executive management employees, which has been in place since fiscal year 2016.
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 the Plan with the aim of further enhancing eligible executive management employees' awareness and motivation to contribute to our company's medium- to long-term performance improvement and increase in corporate value.
This is an incentive Plan under which our company's stock and cash equivalent to the cash proceeds from the conversion of our company's stock (hereinafter referred to as the "our company's stock, etc.") are delivered and paid (hereinafter referred to as the "Delivery, etc.") to the executive management employees in proportion to their achievement of performance targets and other factors.
Because executive management employees can receive economic benefits from increases in our company's share price under the Plan, it is expected to encourage the execution of duties with an awareness of share price performance and to enhance work motivation among executive 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.
Partial Revision of the Plan
In continuing this Plan, the trust period of the Trust will be extended and the current contents of this Plan will be maintained. 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 group executive management employees 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 group executive management employees
The number of our company's stock, etc. subject to Delivery, etc. to group executive management employees 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 shall be one share of our company's common stock, but in the event of a stock split, reverse stock split, or other event during the trust period for which it is deemed fair to adjust the number of points, the number of points will be adjusted in accordance with the split ratio, reverse stock split ratio, or other 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 executive management employees
Consignor
Our Company
Trustee
Mitsubishi UFJ Trust and Banking Corporation (Co-trustee: The Master Trust Bank of Japan, Ltd.)
Beneficiary
Group executive management employees 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
Voting rights of our company's stock will be exercised in accordance with instructions from the trust administrator reflecting the intentions of prospective beneficiaries.
Type of stock acquired Our common stock
Amount of Additional Trust Money To be determined
Method of acquiring stock
Acquired through 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 above-mentioned scheduled dates may be changed to a more appropriate date considering applicable laws and regulations, etc.