Tokyo, Japan and London, UK, 12 March 2019 – Sosei Group Corporation (“the Company”; TSE: 4565), announces that a resolution to undertake a review of its compensation plans and introduce Restricted Share Units (“RSU Plan”) and Performance Share Units (“PSU Plan”) (collectively “the Plans”) for Directors, Executive Officers and Eligible Senior-Level Employees was adopted at the Board of Directors meeting held on 12 March 2019.
1. Objective of introducing the Plans
The introduction of the Plans is intended to increase the motivation and drive of the Directors, Executive Officers and Eligible Senior-Level Employees to energetically realize the Company’s vision and strategy. The Plans will also promote the sharing of benefits and risks of share price fluctuations with shareholders, and further encourage the Directors, Executive Officers and Eligible Senior-Level Employees to actively contribute to the increase of the share price and enhance the Company’s corporate value.
2. Overview of the Plan
The Plans consist of (i) a RSU Plan with conditions tied to duration of service, and (ii) a PSU Plan with conditions tied to achieving certain performance targets predetermined by the Board of Directors meeting.
(i) The RSU Plan is a grant of the Company’s common shares to Directors, Executive Officers and Eligible Senior-Level Employees who satisfy certain conditions such as duration of service (the “Service Period”).
(ii) The PSU Plan is a performance-linked share compensation plan, under which the Company will grant the Company’s common shares to Executive Officers and selected Eligible Senior-Level Employees subject to the achievement of a specified performance targets of the Company (the “Performance Targets”) over a defined period of time (the “Performance Period”), as predetermined by the Board of Directors meeting.
The RSU Plan involves the allotment of the Company’s shares to Directors, Executive Officers and Eligible Senior-Level Employees upon conclusion of a Service Period. The PSU Plan involves the allotment of the Company’s shares to Executive Officers and Eligible Senior-Level Employees upon the conclusion of the Performance Period subject to the successful achievement of the predetermined Performance Targets. Accordingly, at the point in time when the RSU Plan and/or the PSU Plan is introduced, whether or not the Company shares are allotted, and the number of Company shares to be allotted will not be determined.
With regard to the specific details of the Plans including (a) the Service Period for the RSU Plan; (b) the Performance Period and the Performance Targets for the PSU Plan; and (c) means of handling matters if a Director, Executive Officer or Eligible Senior-Level Employee retires or undergoes a change in position during the Service Period or Performance Period, and other key terms, these will be determined at a Board of Directors meeting to be held on a later date. The base amounts of share-based compensation for each of the Directors and Executive Officers will be determined at a Compensation Committee meeting to be held on a later date.
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