News Releases
Notice Concerning the Acquisition of Additional Shares
by the Trust pursuant to the Stock Compensation System
March 27, 2025
Konica Minolta, Inc. (hereinafter referred to as “the Company”) passed a resolution at the meeting of its Compensation Committee held on May 16, 2023 and a decision was made by the President and Representative Executive Officer on July 28, 2023, to continue the stock compensation system (hereinafter referred to as “System”) that covers executive officers, non-executive Inside Directors, Corporate Vice Presidents and Technology Fellows (hereinafter referred to as “Executive Officers, etc.”).
The Company decided, based on the resolution at the meeting of its Compensation Committee held yesterday and the decision by the President and Representative Executive Officer today, the details of the Trust agreement relevant to the System which covers Executive Officers, etc., including the total number of shares to be acquired, and will notify you as follows.
1. Continuation of the System
(1) The Company introduced the System from FY2017, and resolved to continue the System from FY2023 onward. This aims to serve as motivation to achieve medium-term performance targets, and reflect the results of these targets in objective and fair compensation, and increase motivation toward the medium- to long-term improvement of shareholder value.
(2) Under the System, the Company has adopted a structure called a Board Incentive Plan trust provided by Mitsubishi UFJ Trust and Banking Corporation (hereinafter referred to as “BIP Trust”). Upon continuation of the System, the Company extended the Trust period of the BIP Trust, which has already been created. Such period is from September 1, 2023, to August 31, 2026.
(3) According to respective job positions of these Executive Officers, etc., and the extent to which targets have been fulfilled, the Company will execute the granting or payment (hereinafter referred to as “Granting, etc.”) of Company shares acquired by the BIP Trust and cash in the amount equivalent to the conversion value of Company shares (hereinafter referred to as “Company shares, etc.”) to these Executive Officers, etc.
(4) The resolution on the continuation of the System was passed today at the meeting of the Compensation Committee, in which outside directors constitute the majority of members and an outside director serves as chairperson. Of note, the Compensation Committee conducts a fair evaluation of the appropriateness of the targets, the target fulfillment status, etc. and ensures transparency and objectivity in the decision-making process and outcome with respect to the executive compensation system.
2. Details the Acquisition of Additional Shares by BIP Trust by the System
(1) Overview of the System
This System is a stock-based compensation system covering the three fiscal years from the fiscal year ending March 31, 2024, to the fiscal year ending March 31, 2026, which is the term of our 2025 Medium-term Business Plan (hereinafter referred to as “Covered Period”).
This System consists of “medium-term stock compensation (performance-linked)”, medium-term stock compensation (non-performance-linked) and Long-term stock compensation.
For the medium-term stock compensation (performance-linked), the Company's shares, etc. will be subject to the Granting, etc. based on the position of the Executive Officer, etc. and the degree of achievement of medium-term performance targets. For the medium-term stock compensation (non-performance-linked) and long-term stock compensation, the Company's shares, etc. will be subject to the Granting, etc. based on job position or role, term of office, etc.
(2) Main items of the trust agreement
| (i) Trust type | Money held in trust other than individually-managed money in trust (third party benefit trust) |
|---|---|
| (ii) Purpose of trust | Giving incentives to Executive Officers, etc. |
| (iii) Trustor | Company |
| (iv) Trustee | Mitsubishi UFJ Trust and Banking Corporation (Co-trustee: The Master Trust Bank of Japan, Ltd.) |
| (v) Beneficiaries | Executive Officers, etc., who meet the beneficiary requirements |
| (vi) Trust administrator | A third party who has no conflict of interest with the Company (certified public accountant) |
| (vii) Date of trust agreement | August 7, 2017 |
| (viii) Trust period | August 7, 2017, to August 31, 2026 (to be extended to August 31, 2026 due to the changes to the trust agreement on August 21, 2023) |
| (ix) Commencement date of the System | September 1, 2023(This Time) |
| (x) Exercise of voting rights | In order to ensure neutrality with respect to management, voting rights are not exercised for the Company shares held in the Trust during the trust period. |
| (xi) Type of stocks to be acquired | Common stock of the Company |
| (xii) Number of stocks to be acquired | 824,000 shares |
| (xiii) Amount of trust money | 325,000,000 yen (including trust fees and trust expenses) (planned) |
| (xiv) Time period for acquiring. shares |
April 3, 2025 (planned) to May 2, 2025 (planned) |
| (xv) Method of stock acquisition | To be acquired from stock market |
| (xvi) Rights holder | Company |
| (xvii) Residual property | The residual property the Company may receive as the rights holder shall be limited to the extent of the reserve for trust expenses, etc., which is calculated by deducting stock acquisition funds from trust money. |
(Note) The aforementioned planned date may be changed to another appropriate date in accordance with applicable laws and regulations, etc.