Sumitomo Mitsui Trust : 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 (316KB)

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

1. 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.")

1. 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.

1. 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.)

1. 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 : [phone]