Link to see PDF ver.

 

(Changes in Disclosed Matter) Notice of Additional Information on the Incentive System (Special Incentive Scheme) for Employee Stock Ownership Association

 

(Translation)

Dear all,

Name of Company: SEGA SAMMY HOLDINGS INC.
Name of Representative: Haruki Satomi,
President and Group CEO, Representative Director
(Code No. 6460, Tokyo Stock Exchange Prime)
Further Inquiry: Makoto Takahashi,
Executive Vice President, Executive Officer,
Managing Director of Corporate Planning Division
(TEL: 03-6864-2400)

 

(Changes in Disclosed Matter) Notice of Additional Information on the Incentive System (Special Incentive Scheme) for Employee Stock Ownership Association

 

 

As announced on May 10, 2024 in the “Notice Regarding Introduction of Incentive System (Special Incentive Scheme) for Employee Stock Ownership Association”, SEGA SAMMY HOLDINGS INC. (the “Company”) has resolved at its Board of Director’s meeting to introduce a special incentive scheme (“Scheme”) for employee stock ownership association as an incentive plan for employees of the Company and its subsidiaries (the “Company’s Group”) and it hereby notifies that it has made some additions and changed to the Scheme at the Board of Directors meeting today, as described below.

 

Description

 

 

1. Purpose for the introduction of the Scheme　(Corrections are shown as underlined)

The purpose of the Scheme is to raise the awareness of the Company Group’s employees to participate in the management of the Company and to further enhance the sharing of value with shareholders. Among the employees of the Group who are eligible for membership in the SEGA SAMMY HOLDINGS Employee Stock Ownership Association (“Stock Ownership Association”), those who agree to the Scheme (“Eligible Employees”) will receive a special incentive payment, and the Employee Stock Ownership Association will acquire the Company’s shares with the contribution of such special incentive payment.

 

2. Outline of the Scheme (Corrections are shown as underlined)

Under the Scheme, Eligible Employees who join the Stock Ownership Association will receive a special incentive (“Special Incentive”) for the acquisition of the Company’s shares, and Eligible Employees will contribute this special incentive payment to the Stock Ownership Association. The Stock Ownership Association will collect the Special Incentive contributed by the Eligible Employees and acquire the Company’s common stock through market purchases.

 

3．Structure of the Scheme (addition)

1) The Company grants the Special Incentive to Eligible Employees of the Stock Ownership Association.

2) The Eligible Employees of the Stock Ownership Association contribute provided Special Incentive to the Stock Ownership Association.

3) The Stock Ownership Association collects the contributed Special Incentive and acquires the Company’s common stock through market purchases.

4) The acquired shares will be allocated and managed as interest of Eligible Employees through Mitsubishi UFJ Morgan Stanley Securities, the entity to which the Stock Ownership Association’s practices are entrusted.

 (The Eligible Employees of the Stock Ownership Association may voluntarily withdraw shares equivalent to his or her interest to his or her personal securities account.)

 

4. Granting of the Company’s shares through the Scheme (addition)

(1) Outline

The Company will provide each Eligible Employees with a Special Incentive equivalent to a specified number of shares in connection with the introduction of the Scheme, and the Stock Ownership Association will use them to purchase the Company’s shares on the market. The Company’s shares acquired by the Stock Ownership Association are allocated and managed as each Eligible Employee’s equity balance within the Stock Ownership Association.

 

(2) Granting Period of Special Incentive

Around November 2024 (plan)

 

(3) Overview of the Subject Stock Ownership Association

Overview of the subject Stock Ownership Association is as follows.

i) Employee’s Stock Ownership Association of SEGA SAMMY HOLDINGS

ii) Location: Within SEGA SAMMY HOLDINGS INC. office at

                  Sumitomo Fudosan Osaki Garden Tower, 1-1-1 Nishi-Shinagawa, Shinagawa-ku, Tokyo 141-0033, Japan

iii) Board chairman: Naruki Hashiguchi

iv) Number of shares owned: 1,247,886 shares (as of March 31, 2024)

v) Ownership Ratio: 0.51% (Ratio to the number of shares outstanding)

 

5. Others (addition)

1) The Company will grant Special Incentive in a total of four installments towards the achievement of the New Medium-Term Plan (from FY2025/3 to FY2027/3) announced on May 10, 2024. It will be granted to all Eligible Employees as the first installment of the program this time, but it will be granted subject to the achievement of Adjusted EBITDA for each fiscal year in subsequent years and ahead.

 

2) We estimate that the impact of the introduction of this matter on the Company’s consolidated financial results will be immaterial.

 

– End –