May 28, 2024
To whom it may concern
Sumitomo Mitsui Trust Holdings, Inc.
(Securities Code: 8309 TSE, NSE)
Notice regarding Changes to the Performance-Based Stock Compensation System for
Directors, etc. (RS Trust) and
Determination on matters relating to the Acquisition of Shares
As announced in the press release "Notice regarding Introduction of a Performance-Based Stock Compensation System for Directors, etc." dated August 29, 2019, Sumitomo Mitsui Trust Holdings, Inc. (Director, President & CEO: Toru Takakura, hereinafter "SuMi TRUST Holdings") operates a stock compensation system (hereinafter the "System" ; the trust already established for the introduction of the System shall hereinafter be referred to as the "Trust") that applies to its directors and other specified officers, and the directors and other specified officers of Sumitomo Mitsui Trust Bank, Limited (hereinafter "SuMi TRUST Bank") and Sumitomo Mitsui Trust Asset Management Co., Ltd. (hereinafter "SuMi TRUST AM"), which are core companies of the Sumitomo Mitsui Trust Group (hereinafter the "SuMi TRUST Group").
SuMi TRUST Holding now hereby announces that, at the meeting of the Compensation Committee held on May 27, 2024, it resolved to make partial change to the content of the System (changes to the performance targets, etc., increase in the stock compensation amounts) and that, at the meeting of the Board of Directors held today, it resolved, regarding the System, to make additional entrustment of money for additional acquisition of shares of SuMi TRUST Holdings by the trustee of the Trust.
1. Content of the System
- Structure of the System
The System is a stock compensation system whereby the Trust acquires shares of SuMi TRUST Holdings, and shares of SuMi TRUST Holdings that correspond in number to the number of points granted to eligible persons under the System are to be delivered to each of the Directors, etc. via the Trust. (Note, the eligible persons under the System after the changes, as described in (3) below, are referred to below as "the Directors, etc.")
- Timeline of Events to Date
As announced in the press release "Notice regarding Introduction of a Performance-Based Stock Compensation System for Directors, etc." dated August 29, 2019, SuMi TRUST Holdings initially introduced the System as a stock compensation system for officers in office during the four fiscal years from the fiscal year ending March 31, 2020 to the fiscal year ending March 31, 2023, and resolved, at the meeting of the Compensation Committee held on August 24, 2023, to continue the System for the subsequent three fiscal years as well.
Subsequently, at the Compensation Committee meeting held on February 26, 2024, SuMi TRUST Holdings resolved to make partial changes to the content of the System, and it has continued the operation of the System to date.
- Changes to the System
The changes to the System made by resolutions of the Compensation Committee meeting held on February 26, 2024 and the Compensation Committee meeting held on May 27, 2024 are as follows. (The underlined portions indicate changes.)
Before February 2024 Change | After February and May 2024 | |||||
Change | ||||||
① *changes in February* | SuMi TRUST Holdings | SuMi TRUST Holdings | ||||
Eligible persons under | - directors | (excluding | (i) | - directors | (excluding | (i) |
the System | directors | who are Audit | directors | who are Audit | ||
Committee members | and | Committee members | and | |||
(ii) external directors) and | (ii) external directors) and | |||||
executive officers | executive | officers | and | |||
executive managers | ||||||
SuMi TRUST Bank | SuMi TRUST Bank |
- directors (excluding (i) - directors (excluding (i)
directors who are Audit | directors who are Audit | |||
and | Supervisory | and | Supervisory | |
Committee | members and | Committee | members | and |
(ii) external directors) and | (ii) external directors) and | |||
executive officers | executive | officers | and | |
executive managers | ||||
SuMi TRUST AM | SuMi TRUST AM |
- directors (excluding (i) - directors (excluding (i)
directors who are Audit | directors who are Audit | ||||
and | Supervisory | and | Supervisory | ||
Committee | members and | Committee | members and | ||
(ii) external directors) and | (ii) external directors) and | ||||
executive officers | executive officers | ||||
② | The relevant Period | The four fiscal years from the | The three fiscal years from the | ||
fiscal year ending March 31, | fiscal year ending March 31, | ||||
2024 to the fiscal year ending | 2024 to the fiscal year ending | ||||
March 31, 2026 | March 31, 2026 |
③ | *changes in May* | One thousand four hundred and | Three thousand | two hundred | |||||||||||
The upper limit on the | seventy | million | yen | million | yen | ||||||||||
total amount of money | (JPY1,470,000,000) in total | (JPY3,200,000,000) in total | |||||||||||||
to be contributed during | |||||||||||||||
the Period in ➁ , by | |||||||||||||||
SuMi TRUST Holdings, | |||||||||||||||
SuMi TRUST Bank, and | |||||||||||||||
SuMi TRUST AM, as | |||||||||||||||
funds | necessary | for | |||||||||||||
acquiring | shares | of | |||||||||||||
SuMi TRUST Holdings | |||||||||||||||
that are to be delivered | |||||||||||||||
to | the | eligible | persons | ||||||||||||
under ① | |||||||||||||||
④ | *changes in May* | The total amount obtained by | The total amount obtained by | ||||||||||||
In | the | event | that | the | multiplying | the number | of | multiplying | the | number of | |||||
Period | is | further | fiscal years of the extended | fiscal years of the extended | |||||||||||
extended, | the | upper | Period by three hundred and | Period by one thousand five | |||||||||||
limit on the total amount | seventy | million | yen | hundred and | seventy million | ||||||||||
of | money | to | be | (JPY370,000,000) | yen (JPY1,570,000,000) | ||||||||||
contributed | during | the | |||||||||||||
extended | Period, | by | |||||||||||||
SuMi TRUST Holdings, | |||||||||||||||
SuMi TRUST Bank and | |||||||||||||||
SuMi TRUST AM, as | |||||||||||||||
funds | necessary | for | |||||||||||||
acquiring | shares | of | |||||||||||||
SuMi TRUST Holdings | |||||||||||||||
that are to be delivered | |||||||||||||||
to the eligible persons | |||||||||||||||
⑤ | *changes in May* | 200,000points per fiscal year | 1,067,000points per fiscal year | ||||||||||||
Upper | limit | on | the | ||||||||||||
aggregate | number | of | |||||||||||||
points | that | may | be | ||||||||||||
granted | to | the | eligible | ||||||||||||
persons under | ① | ||||||||||||||
⑥
*changes in May* Criteria for granting points
SuMi TRUST Holdings and SuMi TRUST Bank
Grant of points calculated by
multiplying a number determined in accordance with job rank, etc. and a performance-based coefficient (*2) that varies depending on the degree of achievement, progress status, and qualitative evaluationof the performance targets (*1).
(*1) ① consolidated net business profit before credit costs, ➁ consolidated net income attributable to owners of the parent, ③consolidated return on shareholder equity,
- consolidated CET 1 ratio (common equity tier 1 ratio),
➄ consolidated OHR
(overhead ratio), ⑥
comprehensiveESG evaluation
(*2) The upper limit of the range is 130%, and the lower limit is 0%
Eligible persons (excluding executive managers) of SuMi TRUST Holdings and SuMi TRUST Bank
Grant of points calculated by
multiplying a number determined in accordance with job rank, etc. and a performance-based coefficient (*2) that varies depending on the degree of achievement and
progress status of the performance targets (*1).
(*1) ① consolidated net business profit before credit costs, ➁ consolidated net income attributable to owners of the parent, ③ relative total
shareholder return ④
consolidated return on
shareholder equity, ➄consolidated CET 1 ratio (common equity tier 1 ratio),
⑥ consolidated OHR
(overhead ratio), and ➆
comprehensiveESG evaluation
(*2) The upper limit of the range is 130%, and the lower limit is 0%
Eligible persons (limited to executive managers) of SuMi TRUST Holdings and SuMi TRUST Bank
Grant of points determined in accordance with job rank and
individual evaluation. | |||||||||||||
SuMi TRUST AM | Eligible | persons | of | SuMi | |||||||||
TRUST AM | |||||||||||||
Grant of points calculated by | Grant of points calculated by | ||||||||||||
multiplying | a | number | multiplying | a | number | ||||||||
determined in accordance with | determined in accordance with | ||||||||||||
job | rank, | etc. | and | a | job | rank, etc. and a | |||||||
performance-based coefficient | performance-based | coefficient | |||||||||||
(*4) that varies depending on | (*4) that varies depending on | ||||||||||||
the degree of achievement of | the degree of achievement of | ||||||||||||
the performance targets (*3). | the performance targets (*3). | ||||||||||||
(*3) | ① operating | profit | ② | (*3) | ① | operating profit | ② | ||||||
investment | performance | ③ | investment performance | ③ | |||||||||
achievement status of climate | achievement status of climate | ||||||||||||
change-related goals | ④ net | change-related | goals | ④ net | |||||||||
increase in long-term fund | increase in long-term fund | ||||||||||||
sales | sales | ||||||||||||
(*4) The upper limit of the | (*4) The upper limit of the | ||||||||||||
range is 200%, and the lower | range is 200%, and the lower | ||||||||||||
limit is 0% | limit is 0% | ||||||||||||
⑦ | *changes in February* | - | At the time of retirement | - During the term of office | |||||||||
Timing of delivery of | (in | principle, | each fiscal | ||||||||||
shares | year) | ||||||||||||
⑧ | *changes in February* | - | None | - Yes (in principle, until the | |||||||||
Transfer restrictions | date on which the person | ||||||||||||
ceases to be a Director, | |||||||||||||
etc.) | |||||||||||||
- Transfer Restriction Agreement regarding the Shares of SuMi TRUST Holdings to be Delivered to the Directors, etc.
A transfer restriction agreement (hereinafter "the Transfer Restriction Agreement") that includes the content below shall be entered into between SuMi TRUST Holdings and the Directors, etc. regarding the shares of SuMi TRUST Holdings to be delivered to the Directors, etc. in proportion to the points to be granted under the System. (For each of the Directors, etc., receipt of delivery of the shares of SuMi TRUST Holdings will be subject to the condition that they enter in the Transfer Restriction Agreement.)
- The Directors, etc. shall not transfer, grant security interest in, or otherwise dispose of the shares of SuMi TRUST Holdings that they have received delivery of under the System, from the date of receipt of the delivery until the date on which the person ceases to be a Director, etc.
- If certain event(s) occur, SuMi TRUST Holdings shall acquire the shares of SuMi TRUST Holdings
without consideration.
- Content of terms for removal of transfer restrictions, etc. determined in advance by the Compensation Committee.
In the case where shares of SuMi TRUST Holdings are to be delivered to a Director, etc. under on the System on or after the date on which the person ceases to be a Director, etc., the shares of SuMi TRUST Holdings shall be delivered without transfer restrictions.
2. Overview of the Trust
(1) | Name | Trust for Delivery of Shares to Directors, etc. (RS trust) | ||
(2) | Trustor | SuMi TRUST Holdings | ||
(3) | Trustee | SuMi TRUST Bank (trust account) (Re-entrustment trustee: | ||
Custody Bank of Japan, Ltd. (trust account)) | ||||
(4) | Beneficiaries | Directors, etc. who satisfy the beneficiary requirements. | ||
(5) | Trust Administrator | A third party that is independent of the SuMi TRUST Group | ||
(6) | Exercise of Voting Rights | Throughout the period of the trust, the voting rights of SuMi | ||
TRUST Holdings shares held in the Trust will not be | ||||
exercised. | ||||
(7) | Type of Trust | Trust of money other than "money trust" (kinsen-shintaku) | ||
(third-party-benefit trust) | ||||
(8) | Date of Trust Agreement | September 17, 2019 | ||
(9) | Date | of | Additional | June 4, 2024 (scheduled) |
Entrustment of Monies | ||||
(10) Date | of Termination of the | End of September 2026 (scheduled) | ||
Trust (after continuation) | ||||
3. | Matters regarding the Acquisition of the Shares by the Trustee of the Trust | |||
(1) | Class of Shares to be Acquired | Ordinary shares | ||
(2) | Total Amount for Acquisition | JPY3,495,000,000 (upper limit) | ||
of Shares | *The above monetary amount is the aggregate of the | |||
additional entrustment by SuMi TRUST Holdings | ||||
(JPY3,196,000,000) and the portion allocated from the | ||||
balance of the monies in the trust property prior to the | ||||
additional entrustment (JPY299,000,000). | ||||
(3) | Total Number of Shares to be | 2,326,000 shares (upper limit) | ||
Acquired | ||||
(4) | Method | of | Acquisition | of | Acquisition through stock market transactions (including |
Shares | after-hours trading) | ||||
(5) | Term | for | Acquisition | of | From June 4, 2024 to June 19, 2024 (scheduled) |
Shares | |||||
End
For further information, please contact:
IR Department, Sumitomo Mitsui Trust Holdings, Inc.
Telephone : +81-3-3286-8354
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Sumitomo Mitsui Trust Holdings Inc. published this content on 28 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 May 2024 07:20:04 UTC.