Shikoku Electric Power Company, Incorporated TSE:9507
Shikoku Electric Power Incorporated : Notice Concerning Partial Revision of Share-based Remuneration Plan
Source: MarketScreener
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
Company name: Shikoku Electric Power Company,
Incorporated
Name of representative: Yoshihiro Miyamoto,
Director and President
(Securities code: 9507; Prime Market, Tokyo Stock Exchange)
Inquiries: Takeshi Hayashi,
General Manager of General Affairs Dept. (in charge of Secretary)
(Telephone: +81-87-821-5061)
Notice Concerning Partial Revision of Share-based Remuneration PlanThe introduction of the "Board Benefit Trust," a share-based remuneration plan (the "Plan") for the Company's Directors who are not Outside Directors (excluding Directors who are Audit and Supervisory Committee Members. Unless otherwise noted, these directors are hereinafter referred to as "Directors") and Executive Officers (excluding those who concurrently serve as Director. Hereinafter, Directors and Executive Officers are collectively referred to as "Directors, Etc.") was approved at the 95th Ordinary General Meeting of Shareholders held on June 26, 2019, and the Plan has remained in effect to date. At its meeting held today, the Board of Directors decided to submit a proposal for a partial revision of the Plan to the 102nd Ordinary General Meeting of Shareholders to be held on June 25, 2026 (the "General Meeting of Shareholders"), as described below.
Background and purpose
The Company introduced the Plan for the purpose of enabling Directors, Etc. to share corporate value with shareholders and increase motivation to contribute to the improvement of medium- to long-term business performance and the enhancement of corporate value by making the linkage between remuneration for
Directors, Etc. and the Company's share value clearer. Specifically, in light of the above-mentioned purpose, the Company hereby decided (i) to raise the upper limit on the number of points that may be granted to
Directors, Etc. per year, (ii) to establish a specific method for calculating the amount of remuneration, etc., to be paid to Directors, Etc. under the Plan, and (iii) to remove the upper limit on the amount of cash that the Company may contribute to the Plan, taking into account the potential impact of fluctuations in the
Company's share price on the number of shares to be acquired by the Plan.
Overview of the Plan (Major revisions from the current plan are underlined.)
Overview of the Plan
The Plan is a share-based remuneration scheme whereby the Company's shares are acquired through a trust using underlying monetary funds contributed by the Company (the trust to be established under the Plan is hereinafter referred to as the "Trust") and, in accordance with the Share Grant Regulations for Officers
established by the Company, whereby the Company's shares and the sum of money equivalent to the value calculated at the current market price of the Company's shares (the "Company's Shares, Etc.") are paid to Directors, Etc. through the Trust. In principle, Directors, Etc. will receive the Company's Shares, Etc. at the time of their retirement as Directors, Etc.
< Framework of the Plan>
Establishment of Share Grant Regulations for Officers
[Entrustor] The Company
(4) Grant of points
Directors, Etc.
Contribution of cash
(5) Voting rights not exercised
Instruction for non-exercise of voting rights
Trust Adminisitrator
Acquisition of shares
[Trustee]
Mizuho Trust & Banking Co., Ltd.
(Re-trustee: Custody Bank of Japan, Ltd.) Company Shares
Acquisition of entitlement
(6) Delivery of
Company's Shares, Etc.
[Beneficiaries]
Retired Directors, Etc. who satisfy the beneficiary requirements
The Company will establish the "Share Grant Regulations for Officers" within the scope of the framework approved at the General Meeting of Shareholders.
The Company will contribute the cash within the scope of the approval of the General Meeting of Shareholders.
The Trust will acquire the Company Shares by using the funds contributed under (2) as the source of funds for the acquisition of the Company Shares through market transactions on a stock exchange or by subscribing to a disposition of the Company's treasury shares.
The Company will grant points to Directors, Etc. in accordance with the "Share Grant Regulations for Officers."
The Trust will not exercise voting rights attached to Company Shares held in the Trust Account in accordance with the instructions of the trust administrator, who is independent from the Company.
The Trust will deliver Company Shares to those who have retired as Directors, Etc. and who satisfy the beneficiary requirements set forth in the "Share Grant Regulations for Officers" (the
"Beneficiaries") in accordance with the number of points granted to such Beneficiaries. However, if the Directors, Etc. satisfy the requirements specified by the Share Grant Regulations for Officers, they will receive an amount of money equivalent to the market value of the Company's shares with regard to a certain portion of points instead of the delivery of the Company's shares.
Eligible persons under the Plan
Directors who are not Outside Directors (excluding Directors who are Audit and Supervisory Committee Members) and Executive Officers (excluding Executive Officers who concurrently serve as Directors)
Trust period
From August 2019 until termination of the Trust (Note: no specific termination date is set for the Trust period; the Trust will remain in effect for as long as the Plan remains in effect. The Plan will terminate upon the delisting of the Company's shares, the abolition of the Share Grant Regulations for Officers, or the occurrence of any other similar events.)
Trust amount
The Company has introduced the Plan for the three (3) fiscal years from the fiscal year ended March 31, 2020, through the fiscal year ended March 31, 2022, and each subsequent trust period (The period of those
three fiscal years shall be hereinafter referred to as the "Initial Trust Period," and the Initial Trust Period and any three-fiscal-year period starting after the lapse of the Initial Trust Period shall be referred to as a "Trust Period."). The Company contributed 210 million yen (of which 160 million yen was for Directors) to the Trust at the time of its establishment (August 2019) as the funds for the acquisition of the Company's Shares for the purpose of delivering the Company's Shares, etc., to the Directors, Etc. under the Plan for the Initial Trust Period. During the subsequent Trust Period, the Company additionally contributed 69 million yen in November 2022.
Even after the end of each Trust Period, and until the termination of the Plan, the Company will generally make a reasonable estimate of the number of Shares required to deliver the Company's Shares, Etc. to Directors, Etc. under the Plan for each Trust Period, and will make additional cash contributions to the Trust as necessary to enable the Trust to acquire such shares in advance. In making such additional contributions, however, if there are shares of the Company (excluding the Company's shares equivalent to the number of
points granted to Directors, Etc. with regard to each Trust Period up to the immediately preceding period that have not yet been provided to Directors, Etc.) and money remaining in the trust asset (hereinafter referred to as the "Remaining Shares and Other Assets"), the Remaining Shares and Other Assets will be used as the source of funds for the delivery of Company Shares, Etc. under the Plan for subsequent Trust
Periods, and the amount of any additional contribution will be calculated taking into account the Remaining Shares and Other Assets.
If the Company decides to make an additional contribution, it will disclose such decision in a timely and appropriate manner.
Method of acquisition of the Company's Shares, Etc. and number of shares to be acquired
The acquisition of the Company's Shares, Etc. by the Trust shall be implemented through the stock market or by assuming the disposition of the Company's treasury shares using the money contributed in
accordance with (4) above, and any new shares will not be issued. The maximum number of points that may be granted to Directors, Etc. is 72,000 points per year, as described in Item (6) below. Therefore, the
maximum number of Shares of the Company that may be acquired by the Trust for each Trust Period is 216,000 shares.
The details of acquisition of the Company's Shares, Etc, through the Trust will be disclosed in a timely and appropriate manner.
Limit on number of the Company's Shares, Etc. to be delivered to Directors, Etc.
Pursuant to the Share Grant Regulations for Officers, a certain number of points shall be granted to Directors, Etc. in accordance with their position. For the total of points to be granted to Directors, Etc. per year, 72,000 points (of which the portion for Directors is 50,000 points) shall be the upper limit. This has
been determined by comprehensively considering the current level of remuneration provided to officers, the trend and expectation regarding the number of the Directors, Etc., and the Company judges it is adequate.
In providing the Company's Shares, Etc. to Directors, Etc. as described in (7) below, points granted to
them will be converted at the rate of one (1) common share of the Company for one (1) point. However, if a share split, an allotment of shares without contribution, or a consolidation of shares, etc., is conducted after approval of the General Meeting of Shareholders, reasonable adjustments will be made to the maximum
number of points, and the number of points that have been granted or the conversion rate in accordance with the ratio of share split, etc. As of March 31, 2026, the number of voting rights corresponding to the
maximum number of points that may be granted to Directors, Etc. per year, which is equivalent to 720 voting rights, is approximately 0.04% of the total number of voting rights of the issued shares of the Company, which is 2,034,876 voting rights.
The number of points of Directors, Etc. that serves as the basis for delivering the Company's Shares, Etc. as described in (7) below shall, in principle, be the number of points granted to the Directors, Etc. by the time of their retirement.
Provision of the Company's Shares, Etc.
If Directors, Etc. retire, the Directors, Etc. will, in principle, receive the Company's shares from the Trust in accordance with the number of points as explained in (6) above if they satisfy the requirements specified by the Share Grant Regulations for Officers. However, if the Directors, Etc. satisfy the requirements
specified by the Share Grant Regulations for Officers, they will receive an amount of money equivalent to
the market value of the Company's shares with regard to a certain portion of points instead of the delivery of the Company's shares. In order to make such monetary provisions, the Trust may sell the Company's shares.
Notwithstanding the foregoing, even if Directors, Etc. have been granted points, such Directors, Etc. will not be entitled to delivery of the Company's Shares, Etc. if such Directors, Etc. are (i) removed by a
resolution of the General Meeting of Shareholders or the Board of Directors, (ii) retire due to certain
misconduct during such Directors, Etc.'s term of office, or (iii) engage in any inappropriate conduct during such Directors, Etc.'s term of office that causes damage to the Company.
Exercise of voting rights
For the purpose of ensuring neutrality in management of the Company, no voting rights shall be exercised for the Company's shares held in the Trust.
Treatment of dividends
Dividends on Company Shares held in the Trust Account will be received by the Trust and used to fund the purchase price for acquiring Company Shares and paying trust fees and other expenses associated with the administration of the Trust. If the Trust is terminated, dividends and any remaining funds in the Trust will be allocated to Directors, Etc. then in office in proportion to the number of points held by indiviual Directors, Etc. respectively in accordance with the provisions of the Share Grant Regulations for Officers.
Treatment upon termination of trust
The Trust will terminate upon the delisting of the Company's shares, the abolition of the Share Grant Regulations for Officers, or the occurrence of any other similar events. Upon termination of the Trust, all remaining assets of the Trust consisting of Company Shares will be acquired by the Company without consideration and will be cancelled by a resolution of the Board of Directors. With respect to any cash
remaining in the Trust at the time of termination, the amount remaining after deducting the amount payable to the Directors, Etc. under Item (9) above will be returned to the Company.
[Overview of Trust]
Name: Board Benefit Trust (BBT)
Entrustor: The Company
Trustee: Mizuho Trust & Banking Co., Ltd.
(re-entrusted by: Custody Bank of Japan, Ltd.)
Beneficiaries: Retired Directors, Etc. who satisfy the beneficiary
requirements provided in the Share Grant Regulation for Officers
Trust Administrator: A third party that has no conflicts of interest with the Company has been selected.
Types of trust: Money trust other than cash trusts (third-party benefit trust)
Date of conclusion of this trust agreement: August 21, 2019
Date on which the funds were entrusted: August 21, 2019
Period of Trust: From August 21, 2019, until the Trust is terminated (No specific date has been set for the termination of the
Trust; the Trust will continue as long as the Plan continues.)