Executive Compensation [CGC Principle 3.1(iii)]Updated

Updated: May 29, 2026

Objectives of the New Executive Compensation Plan

Following the launch of our new management structure in May 2025, Seven & i Holdings Co., Ltd. (the “Company”) announced " Transformation of 7-Eleven" in August 2025, outlining the Company’s future strategy, action plans, and new group management policies and goals. To promote this transformation plan and enhance corporate value, it is essential to ensure that Executive Directors are deeply committed to the management of the Company. Accordingly, the Company’s executive compensation plan was revised effective as of 2026. This revised plan aims to ensure objective and transparent procedures while functioning as a sound incentive for sustainable growth.
In establishing this new executive compensation plan, and in line with the initiative to “set clear global management approach and cadence" outlined as part of the “Our Approach for Growth” in "Transformation of 7-Eleven", the Company will develop a globally integrated common compensation framework covering the holdings company and its key operating subsidiaries. Based on this framework, compensation plans specific to each company within the Group will be designed considering their function and role within the Group’s management.

Seven & i Holdings Co., Ltd.
Executive Compensation Policy

1. Basic Philosophy on Executive Compensation

The Company’s compensation plan for Directors and Audit & Supervisory Board Members (collectively, "Executives") is based on our "Basic Policy on Corporate Governance." The Company positions this plan as a mechanism to encourage appropriate risk-taking in pursuit of sustained medium-to-long-term Group corporate value growth. The plan shall be established and operated in accordance with the following basic policies.

(1) Basic Policy on Executive Compensation

The Company shall establish its executive compensation plan based on an integrated compensation framework (the " Global Executive Compensation Framework") developed for the Company and its key operating subsidiaries: Seven-Eleven Japan Co., Ltd. ("SEJ"), 7-Eleven, Inc. ("SEI"), and 7-Eleven International LLC ("7IN"). While using this as a common foundation, specific plans for the Company and its key operating subsidiaries shall be designed according to their respective functions and roles within the Group’s management.

(2) Compensation Philosophy by Position

(a) Executive Directors

Compensation plans for our Executive Directors of the Company shall be established and operated based on the Global Executive Compensation Framework. Compensation plans will be designed ensuring Executive Directors of the Company and Executives of key operating subsidiaries work together with a shared sense of purpose regarding strategic objectives and foster mutual cooperation while enhancing transparency and fairness in setting compensation with a view to creating corporate value of the medium-to-long term. The Global Executive Compensation Framework shall be operated based on the following Guiding Principles of Compensation.

Guiding Principles of Compensation

Attracting and Retaining Premier Executive Talent
World-Class Long-Term Value Creation
Engaging Leaders Around Strategic Priorities
Pay-for-Performance Alignment
Alignment with Broad Stakeholder Interests
Encouraging Appropriate Risk Management
Transparency and Accountability

(b) Outside Directors

The Company's Outside Directors oversee and advise the Board from an objective and independent standpoint, drawing on their individual expertise and broad management experience in a manner that is free from any potential conflicts of interest with general shareholders. Given this role in ensuring the soundness and appropriateness of the Board of Directors’ decision-making and business execution, outside director compensation is set at a level commensurate with the significance of their responsibilities and is not linked to performance.

The basic policy of our Audit & Supervisory Board Members is to ensure the sound and sustainable growth of the Company and its group companies and to establish high-quality corporate governance practices that meet societal expectations. They conduct audits based on plans that prioritize the establishment of internal control systems, compliance, and risk management. Accordingly, their compensation shall consist solely of fixed compensation.

2. Compensation Levels

Executive compensation levels shall be determined referencing compensation practices of major companies of similar size in terms of market capitalization and revenue, while considering various fundamentals in our business and operating environment.
In determining compensation levels for Executive Directors, the Company selects appropriate benchmarking peer groups for individuals or groups of Executive Directors based on the following:

Similarity in industry of the relevant business entity
Similarity in scale of the relevant business entity
The talent market where the relevant Executive Director is sourced
The scope of authority and responsibility of the relevant Executive Director
Where more careful consideration is warranted, the Company will consider validating compensation levels against additional peer groups, rather than relying solely on a single peer group as the basis for benchmarking.

For the Representative Director, President and CEO, global retailers are used as the peer group. The Compensation Committee shall appropriately select the constituent companies of this global retail peer group based on their performance and other factors.

3. Composition of Compensation

（1）Executive Directors

（a）Compensation Mix Ratio

The ratio of compensation mix of Executive Directors* is generally as follows.
Performance-linked stock plan whereby units are converted to shares after vesting (Performance Share Units: PSUs) and Time/tenure-based stock plan whereby units are converted to shares after vesting (Restricted Stock Units: RSUs) shall be managed through a trust or awarded directly from the Company, as appropriate.

Representative Director & CEO

Other Executive Directors

*Represents target pay for Short Term Incentive and PSUs. Where allowances are paid to Directors who are non-residents of Japan or in connection with specific roles, the proportion of fixed compensation may be higher than the mix shown in the table above.

（b）Compensation Components

iFixed Compensation
- Fixed cash compensation set for each position reflecting scope of responsibilities.
- Paid in regular monthly installments during the term of office.
- Additional allowances as a part of base salaries for Directors who are non-residents of Japan may be payable based on the Board of Directors' decision following the Compensation Committee's deliberations and recommendations.
- Position-based allowances may be paid based on the Board of Directors' decision following the Compensation Committee's deliberations and recommendations.
iiVariable Compensation
- Design Principles of Variable Compensation
The Company’s variable compensation plans have been designed to strongly incentivize and motivate the Company’s Executive Directors to achieve “World-Class Long-Term Value Creation” as defined in the Global Executive Compensation Framework.
The Group aims to create corporate value over the long-term through holistic initiatives that span different time horizons. These include strengthening the Company’s “ability to earn” to achieve short-term organic growth through expansion of the CVS business and enhancement of its profitability; achieving mid-to-long-term growth through improvements in capital efficiency driven by strategic capital allocation; and maintaining and continuing to enhance the corporate value thus generated. The Company’s variable compensation plans contextualize these management actions across short-, medium-, and long-term time horizons through a three-tier incentive structure comprising Short Term Incentives, long-term incentives (PSU and RSU), and Stock Ownership Guidelines - with the aim of clarifying the strategic priorities of each time horizon and ensuring Executive Directors are taking action to meet those priorities.
The Company’s variable compensation plans also ensures an appropriate link between corporate value and performance-linked compensation which thereby ensures accountability, objectivity and transparency of the Company’s compensation plan.
Variable Compensation (STI/LTI) Mapping
- *STI: Short Term Incentive, LTI: Long Term Incentive
Moreover, the same design principles described above, in accordance with the Global Executive Compensation Framework, will also be applied to the design of compensation for executives that are responsible for the management of the Company’s key operating subsidiaries (SEJ, SEI and 7IN). The Company has adopted TSR (Total Shareholder Return) as a KPI (Key Performance Indicator) for the long-term incentive plan, and the same TSR assessment has also been incorporated into the long-term incentive plans of the Company’s key operating subsidiaries. In doing so, awareness toward corporate value creation of the entire Group is shared across the Group’s executives at the subsidiary level who are involved in business operations, thereby securing a collaborative framework that promotes common strategic goals and mutual cooperation.
Specific design considerations are as follows:

〈Short Term Incentives〉

KPIs assessed in the Short Term Incentive include consolidated revenues from operations, consolidated operating income in addition to strategic objectives and non-financial metrics with a view to incentivize Executive Directors to manage day-to-day activities with a view to strengthen the Group’s “ability to earn.”

〈PSU (performance-linked stock plan whereby units are converted to shares on vesting) 〉

The PSU plan is the most important component within the Company’s variable compensation plan. To assess management’s contribution toward mid-to-long-term corporate value creation, including mid-to-long-term improvement in capital efficiency, the Company has adopted as KPIs consolidated EBITDA, consolidated ROIC, and relative TSR as an evaluation of performance against the external market Given the importance of enhancing corporate value during the Company’s transformation period, relative TSR is given the highest weighting for the PSU performance assessment. Moreover, the Company’s TSR performance is evaluated relative to two defined groups – TOPIX (dividends readjusted) and a global retail peer group. The purpose of this approach is to strongly instill in management the importance of creating expectations of corporate value creation through the steady progress of the transformation, and the mindset that the Company must achieve growth that outperforms both domestic listed companies and global retailers .

〈RSU (Time/tenure-based stock plan whereby units are converted to shares on vesting) and Stock Ownership Guidelines〉

RSU units are granted at a fixed value each financial year without any performance hurdles to promote the sharing of profits and risks with shareholders on an ongoing basis. Stock Ownership Guidelines which require Executive Directors to retain – without selling – the Company’s shares until a prescribed guideline level is reached, have also been put in place. This serves to clarify the commitment of Executive Directors to sustain and further enhance the outcomes of corporate value creation over the long-term, as well as their accountability to shareholder value.

Based on the above, the variable compensation of each Executive Director shall be structured in accordance with the following principles.
- Target setting and evaluation
Goals for KPIs are set with sufficient stretch to ensure targets are appropriately challenging and geared toward meeting stakeholder expectations (including shareholders and investors) to create value. In parallel, design elements that encourage short-termism or excessive risk-taking are avoided.
- Payout ranges for Short Term Incentive and PSU
The payout range for both Short Term Incentive and PSUs are set at 0~200%(The range reflects the variation from the target amount for Short Term Incentive, and from the target number of units for PSUs.)
The below figure illustrates total compensation for cases where variable pay components payout at minimum or maximum.

〈Illustration of compensation in minimum and maximum payouts scenarios〉

The compensation plan is designed to strengthen the link between changes in corporate value and award payouts, thereby ensuring accountability and objectivity across the overall compensation program. Note that the ratio of PSU・RSU below may also vary based on fluctuations in stock price.
Representative Director & CEO

Other Executive Directors
- Discretionary adjustment at end of service period
To ensure the effectiveness of incentive plans, the Board of Directors will retain the discretion to adjust the final payouts for incentive plans based on the recommendations of the Compensation Committee following careful discussion of the impact of special circumstances. These may include unforeseen changes in the business environment or extraordinary gains / losses that impact the payouts of variable compensation components

ⅱ-1 Short Term Incentive

Short Term Incentive compensation will be performance-linked cash compensation that varies based on the Company’s business performance and individual evaluations, etc., for the relevant fiscal year.
Compensation will be paid annually after the Company’s business performance and individual evaluations, etc., for the relevant fiscal year have been confirmed.
The KPIs for the Short Term Incentive are as set out in the table below. These KPIs focus on the growth and profitability of the Group's businesses during the relevant fiscal year, as well as qualitative initiatives and non-financial metrics which assess initiatives specific to each Executive Director.
”Employee Engagement Improvement” is employed as a non-financial KPI with the aim (i) of further promoting an environment in which diverse talent can fully demonstrate their abilities, and (ii) of strengthening corporate competitiveness by enhancing employees’ motivation to contribute.
As a company seeking to achieve both a sustainable society and sustainable corporate growth, the Company added the CO₂ emissions reduction targets set forth in our environmental declaration “GREEN CHALLENGE 2050,” formulated in May 2019, as KPIs for performance-linked stock-based compensation starting from fiscal year 2020. However, in connection with the Group restructuring implemented in September 2025, the Company is currently reviewing the CO₂ emissions reduction targets and related matters. Once such review is finalized, the revised “progress in promoting initiatives to reduce CO₂ emissions and other environmental impacts” will be evaluated as a non-financial KPI for Short Term Incentives.

KPIs for Short Term Incentives

KPI	Weight	Evaluation Objectives
(a) Consolidated Revenues from Operations	35%	Evaluates annual business growth of the entire Group
(b) Consolidated Operating Income	35%	Evaluates annual business profitability of the entire Group
(c) Individual Performance	25%	Evaluates each Executive Director’s annual progress on strategic objectives
(d) Non-financial Score*	5%	Evaluates the level of improvement in employee engagement, the progress in promoting initiatives to reduce CO₂ emissions and other environmental impacts, and other non-financial indicators

*Overall Evaluation by the Compensation Committee

Illustration of the Performance-Linked Mechanism for Consolidated Revenue from Operations and Consolidated Operating Income

*The payout for Short Term Incentives ranges from 0% to 200% of the target amount.

ⅱ-2 PSU (Performance-linked stock plan whereby units are converted to shares after vesting, Performance Share Units)

The PSU is a performance-linked medium to long-term stock incentive compensation plan that is variable based on corporate performance, management metrics and other relevant factors.
Units are granted to directors annually. Units vest upon completion of a service period spanning three consecutive years, subject in principle to continued service as a director during the service period, at which point units are converted to ordinary shares of the Company. The initial service period shall run from the conclusion of the 2026 Annual General Meeting of Shareholders through the conclusion of the Annual General Meeting of Shareholders scheduled for 2029, with units granted annually (overlapping structure).
Vesting shall, in principle, occur after the expiration of the service period (3-years) (cliff vesting).
If a director retires before the end of the service period, units will in principle be forfeited; however, in the event of retirement due to death or other good reason, vesting may be accelerated and the number of units to be vested may be reasonably adjusted as necessary.
In the event of an organizational restructuring, etc., vesting may be accelerated; however, vesting shall not be triggered solely by the organizational restructuring, etc., itself. Vesting is triggered only if the director also loses his or her directorship or a designated position as a result of the organizational restructuring, etc. (so-called "double trigger" vesting).
The KPIs for the performance-linked stock compensation (PSU) are set forth in the table below.

KPIs for PSU

KPI	Weight	Evaluation Objectives
(a) Consolidated EBITDA	25%	Evaluates medium- to long-term growth in the scale of profits and cash flow generated by the business
(b) Consolidated ROIC	25%	Evaluates medium- to long-term improvement in the efficiency of profits generated by the business relative to invested capital
(c) Relative TSR (vs. TOPIX Total Return Index)	25%	Evaluates the Company’s relative performance in the domestic stock market over the medium to long term
(d) Relative TSR (vs. Global Retail Peers)	25%	Evaluates the Company’s relative performance against global retailers over the medium- to long-term

Performance-Linkage Mechanism for Each KPI

Consolidated EBITDA and ROIC (Illustrative)

Relative TSR (vs. TOPIX Total Return Index)

Relative TSR (vs. Global Retail Peers)

*The global retail peer group shall be selected by the Compensation Committee based on the performance and other relevant factors of the constituent companies.

ⅱ-3 RSU (Time/Tenure-Based Stock Plan Whereby Units are Converted to Shares After Vesting)
- To promote continuous share ownership and alignment with shareholder value during tenure, this is structured as a time/tenure-based stock plan conditioned on continued service throughout the applicable service period.
- The initial service period runs from the close of the 2026 AGM to the close of the AGM scheduled for 2029. Units are granted annually on an overlapping basis.
- Vesting occurs, in principle, in a single lump sum upon completion of the service period (3-years).
- If a director leaves before the end of the service period, unvested units are generally forfeited. However, in the case of death or other good reason for departure, vesting may be accelerated, with the number of vested units adjusted as reasonably appropriate.
- In the event of a organizational restructuring, etc., vesting may be accelerated; however, vesting does not occur solely on account of the restructuring, etc. Vesting is triggered only if the director also loses his or her directorship or a designated position as a result of the restructuring, etc. (i.e., "double trigger" vesting).
Illustration of the PSU・RSU grant

To ensure long-term and sustained alignment of interests with shareholders, the Company has established Stock Ownership Guidelines as shown in the table below. Executive Directors are expected to maintain holdings at or above the target ownership levels throughout their tenure, even after the target has been reached.

	Target Ownership Level
Representative Director, President & CEO	5x annual base salary
Other Executive Directors	1x annual base salary

(d) Malus & Clawback

If a director engages in serious misconduct or violations, or if the Board of Directors resolves to restate financials due to a material accounting error or fraud — or in other circumstances as defined by the Board of Directors for each compensation type — the Company may withhold all or part of any unpaid compensation (malus), or seek for the return of all or part of compensation already paid or delivered (clawback). Note that compensation subject to clawback is limited to variable compensation paid or delivered during the fiscal year in which the clawback trigger is identified and the preceding three fiscal years.

(e) Severance

Beyond the compensation described in this policy, considering compensation levels and practices in the relevant talent market (based on the relevant director's responsibility, background, country of residence, etc.), the Board of Directors — upon recommendation from the Compensation Committee — may determine that severance payments are appropriate. In such cases, severance in an amount deemed appropriate by the Board of Directors may be paid, subject to shareholder approval at the AGM.

(2) Outside Directors

(a) Compensation Mix Ratio

Compensation consists of fixed compensation and time/tenure-based stock plan whereby units are converted to shares after vesting (RSU). The ratio of fixed compensation (before any role-based allowances) to time/tenure-based stock plan whereby units are converted to shares after vesting (RSU) is approximately 9:1.

Outside Directors

(b) Compensation Structure

iFixed Compensation
- A fixed cash payment is made monthly throughout the term of office.
- Subject to Compensation Committee deliberation and Board of Directors’ approval, additional role-based allowances may be paid for positions such as Chair of the Board of Directors, Chair of the Nomination Committee, and Chair of the Compensation Committee.
ⅱRSU (Time/Tenure-Based Stock Plan Whereby Units are Converted to Shares After Vesting)
- RSUs are granted to Outside Directors to enhance their motivation to contribute to medium- to long-term corporate value creation and to align their interests with those of shareholders, while fulfilling their oversight and advisory role — drawing on their individual expertise and broad management experience — from an objective and independent standpoint, free from any potential conflicts of interest with general shareholders, and to support sound and appropriate decision-making by the Board of Directors.
- The initial service period runs from the close of the 2026 AGM to the close of the AGM scheduled for 2029. Units are granted annually on an overlapping basis.
- Vesting occurs, in principle, in a single lump sum upon completion of the service period (3-years).
- If a director leaves before the end of the service period, unvested units are generally forfeited. However, in the case of death or other good reason for departure, vesting may be accelerated, with the number of vested units adjusted as reasonably appropriate.
- In the event of a organizational restructuring, etc., vesting may be accelerated; however, vesting does not occur solely on account of the restructuring, etc. Vesting is triggered only if the director also loses his or her directorship or a designated position as a result of the restructuring, etc. (i.e., "double trigger" vesting).
Illustration of the RSU grant

If an Outside Director engages in serious misconduct or violations, or if the Board of Directors resolves to restate financials due to a material accounting error or fraud — or in other circumstances as defined by the Board of Directors — the Company may withhold all or part of any undelivered RSU awards (malus), or seek for the return of all or part of RSU awards already delivered (clawback). RSU awards subject to clawback shall be limited to those granted during the fiscal year in which the triggering event is identified and the three preceding fiscal years.

(d) Stock Ownership Guidelines

Outside Directors are expected to retain all shares of the Company acquired during their term of office until their departure, with the sole exception of sales made to cover tax obligations arising from stock compensation.

(3) Audit & Supervisory Board Members

(a) Compensation Mix Ratio

Compensation consists solely of the fixed compensation described in (b) below.

(b) Compensation Structure

Fixed Compensation
- To further strengthen independence from management, compensation is limited to a fixed cash payment only. No Short Term Incentives or stock-based compensation is provided.
- Paid monthly installments throughout the term of office.

4. Compensation Governance

(1) Compensation Committee

The Company has established a Compensation Committee — chaired by, and with a majority of members being, independent Outside Directors — to ensure objectivity and transparency in the process of determining compensation for the Executives and Executive Officers (the “Executives, etc.”). Under the Global Executive Compensation Framework, the Committee is authorized to deliberate on and make recommendations regarding the compensation structure and individual compensation for the Company's Executives, etc., as well as the Representative Director of SEJ and the CEOs of SEI and 7IN.
In carrying out its deliberations, the Committee considers alignment with the Global Executive Compensation Framework, changes in the business environment, and feedback from dialogue with shareholders and investors, in order to exercise its roles and authorities appropriately. The Committee also engages WTW (Willis Towers Watson) as its compensation advisor, bringing extensive global expertise, to provide relevant information and advice necessary for deliberations as well as procedural support.

(2) Method of Determining Compensation

The basic policy on Executive compensation is determined by the Board of Directors and is based on the deliberations of the Compensation Committee.
Individual compensation amounts for each director are determined by the Board of Directors based on a recommendation from the Compensation Committee. The Committee's recommendation considers each director's role, contribution, Group performance evaluation, and KPI achievement.
The compensation of each Audit & Supervisory Board Member is determined through discussions among themselves.

5. Executive Compensation Limits

The compensation amounts for Executives will be determined within the limits approved at the general meeting of shareholders, as outlined below.
Note that the Company has already abolished its Executive retirement allowance program, and no such allowances will be paid.

(1) Directors

Monetary Compensation (approved at the 21st Annual General Meeting of Shareholders held on May 27, 2026)
No more than ¥2.5 billion per year (of which, no more than ¥0.5 billion per year applies for Outside Directors; neither limit includes employee salaries paid to Directors who serve concurrently as employees)
Stock plan whereby units are converted to real shares on vesting (approved at the 21st Annual General Meeting of Shareholders held on May 27, 2026)
The maximum number of shares per service period is 4,500,000 shares for directors other than Outside Directors (of which 4,000,000 are PSUs and 500,000 are RSUs), and 45,000 shares (all RSUs) for Outside Directors. Note that in certain circumstances such as a organizational restructuring, etc., units granted across multiple service periods may vest simultaneously.
The maximum compensation amount is calculated as follows:
(1) Trust delivery: For each service period, the maximum is calculated by multiplying the closing price of the Company's shares on the Tokyo Stock Exchange at the time of the trust being established (or extended) — or, if no trades were executed on that day, the closing price on the most recent preceding trading day — by the maximum number of shares expected to vest under the stock plan whereby units are converted to real shares on vesting for the eligible directors.
(2) Direct delivery: For each service period, the maximum is calculated by multiplying the fair per-share value or per-share payment amount — based on the closing price of the Company's shares on the Tokyo Stock Exchange on the business day prior to the Board resolution authorizing the issuance or disposal of shares (or, if no trades were executed on that day, the closing price on the most recent preceding trading day) — by the maximum number of shares expected to vest under the stock plan whereby units are converted to real shares on vesting for the eligible directors.

(2) Audit & Supervisory Board Members

Monetary Compensation (approved at the 14th Annual General Meeting of Shareholders held on May 23, 2019)
Not more than ¥200 million per year

6. Compensation in FY2025Updated

(1) Total amount of compensation, etc. for each oﬃcer category, total amount of compensation, etc., by type, and number of eligible oﬃcers

Classification of Directors/Audit & Supervisory Board Members	Number of eligible Directors/Audit & Supervisory Board Members	Total amount of compensation, etc. (Millions of yen)	Total amount of compensation, etc., by type (Millions of yen)
			Fixed compensation	Performance-based compensation
			Fixed compensation	Bonus	Stock-based compensation (BIP Trust)	Compensation under the stock plan whereby units are converted into shares after vesting (RSU)
Directors (excluding Outside Directors)	8	2,022	399	538	185	900
Outside Directors	12	259	259	―	―	―
Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members)	3	84	84	―	―	―
Outside Audit & Supervisory Board Members	3	71	71	―	―	―

(Notes)
1. The above includes three (3) Directors (including one (1) Outside Director) and one (1) Audit & Supervisory Board Member who retired at the conclusion of the 20th Annual Shareholders’ Meeting held on May 27, 2025, one (1) internal Director who resigned on March 9, 2025, and two (2) Outside Directors who resigned on March 11, 2025.
2. With regard to the individual whose appointment was changed from Outside Director to Representative Director and President on May 27, 2025, the portion of his term served as Outside Director is classified under Outside Directors, and the portion of his term served as Representative Director and President is classified under Directors (excluding Outside Directors).
3. The aggregate amounts of compensation, etc. of Directors shown above do not include amounts paid as salaries for employees to Directors who serve concurrently as employees.
4. At the 20th Annual Shareholders’ Meeting held on May 27, 2025, it was resolved that compensation for Directors would be not more than ¥2.0 billion per year (including not more than ¥0.5 billion per year for Outside Directors; and not including salaries paid to Directors who serve concurrently as employees). The number of Directors was thirteen (13) in accordance with the resolution of this Shareholders’ Meeting.
5. The 17th Annual Shareholders’ Meeting held on May 26, 2022 revolved as follows regarding compensation amounts for Directors’ stock-based compensation (BIP Trust). The number of Directors is four (4) in accordance with the resolution of this Shareholders’ Meeting. 3 fiscal years / ¥1.2 billion or less (not more than ¥0.4 billion per fiscal year) The upper limit of the total points to be granted per fiscal year: 80,000 points (1 point = 1 share of common stock) Following a share split with an effective date of March 1, 2024, whereby each share of common stock was split into 3 shares, the limit on the number of points granted per fiscal year was adjusted to 240,000 points.
6. At the 20th Annual Shareholders’ Meeting held on May 27, 2025, compensation amounts for Directors’ compensation under the stock plan whereby units are converted into shares after vesting (RSU) were resolved as follows. The number of Directors related to said resolution of the Annual Shareholders’ Meeting is thirteen (13). 500,000 shares per fiscal year (however, after the end of the Service Period, the Company may deliver the total number of common shares corresponding to that period in a lump sum) In the case of (1) delivery of shares, etc. without consideration, the maximum amount will be calculated by multiplying the closing price of the common shares in the Company (“Common Shares”) on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution concerning this system to issue or dispose of Common Shares (“Company Stock Closing Price”), or another fairly appraised per-share value, by the number of Common Shares to be allocated to eligible Directors. In the case of (2) a contribution in kind, the maximum amount will be calculated by multiplying the per-share payment amount, which is to be determined by the Company’s Board of Directors based on the Company Stock Closing Price and within a range that is not particularly advantageous to the eligible Directors receiving the Common Shares, by the number of Common Shares to be allocated to eligible Directors.
7. It was resolved at the 14th Annual Shareholders’ Meeting held on May 23, 2019 that the annual amount of compensation paid to Audit & Supervisory Board Members shall not exceed ¥200 million. The number of Audit & Supervisory Board Members is five (5) in accordance with the resolution of this Shareholders’ Meeting.
8. The amount of compensation under the stock plan whereby units are converted into shares after vesting (RSU) in the fiscal year under review is based on the number of units granted during the period of eligibility that consists of the three fiscal years from the fiscal year under review to the fiscal year ending February 29, 2028, and calculated by multiplying the total number of shares of the Company’s common stock that would be issued if all of said units vested by the fair price at the time said units were delivered. The amount of the expense for compensation under the stock plan whereby units are converted into shares after vesting in the fiscal year under review was ¥225 million.
9. The amount of performance-based compensation above includes the amount of provision for bonuses to Directors and Audit & Supervisory Board Members, the amount of provision for the allowance for stock payments, and the amount of the expense for compensation under the stock plan whereby units are converted into shares after vesting in the fiscal year under review.
10. Stock-based compensation (BIP Trust) was granted to five (5) individuals, including one (1) internal Director who retired. Compensation under the stock plan whereby units are converted into shares after vesting (RSU), is for one Director (excluding Outside Directors).

(2) KPI results pertaining to performance-based compensation in FY2025

Key Performance Indicators for performance-based bonuses

KPIs	Ratio	Purpose of evaluation	Targets for FY2025	Results in FY2025
(a) Consolidated Operating CF (Excluding financial services*)	60％	Evaluation of the ability to earn cash from core business	¥747.4 billion	¥759.0 billion
(b) Consolidated Net Income	40％	Evaluation of the degree of achievement of budgeted net income	¥255.0 billion	¥292.7 billion

〈The coefficient formula pertaining to performance-based bonuses〉
Coefficient pertaining to performance-based bonuses = ｛(a)＋(b)｝×(c)
(a) “Consolidated operating CF (excl. financial services)(*3)” related coefficient × 60%
(b) “Consolidated net income” related coefficient × 40%
(c) “Individual evaluations” related coefficient

When evaluating KPIs, the range of compensation of Representative Directors is set wider by using different coefficients pertaining to performance-based bonuses from other Directors, so that the compensation of Representative Directors will be more affected by the link to performance.
The coefficients pertaining to performance-based bonuses will vary depending on, not only an evaluation of KPI, but also individual evaluations.
The Key Performance Indicator (KPI), percentages, and evaluation objectives related to performance-based compensation (bonuses) for Mr. Dacus is determined by the Board of Directors. This decision by the Board of Directors is based on reports received from the Compensation Committee, which deliberates the matter taking into account the KPI that is prioritized in the Company’s new growth strategy and measures to reform the Company’s capital structure and business, as well as the Company’s previous KPIs used for performance-based compensation (bonuses) indicated above.
With regard to the coefficient for bonuses used as performance-based compensation, the Company sets a wider range for the coefficient to enhance the linkage to business performance.

*Managerial accounting ﬁgures based on NOPAT excluding ﬁnancial services

Key Performance Indicators for performance-based and stock-based compensation

KPIs	Ratio	Purpose of evaluation	Targets for FY2025	Results in FY2025
(a) Consolidated ROE	60%	Evaluation of profitability against equity	6.9%	7.6%
(b) Consolidated EPS	40%	Evaluation of net income from shareholders’ viewpoint	¥101.96	¥118.81
(c) CO₂ Emissions	See the formula below	Evaluation of the degree of promotion of reducing the environmental burden	1,820,431t	1,626,302t

〈Coefficient formula pertaining to performance-based and stock-based compensation〉
Coefficient pertaining to performance-based and stock-based compensation = {(a) + (b)} × {(c) + (d)}
(a) “Consolidated ROE” related coeﬃcient × 60%
(b) “Consolidated EPS” related coeﬃcient × 40%
(c) “CO₂ emissions” related coeﬃcient
(d) “Employee engagement” related coeﬃcient

When evaluating KPI, the range of compensation of Representative Directors is set wider by using different performance-based coefficients from other Directors, so that the compensation of Representative Directors will be more affected by the link to performance.

(Notes)
1. Targets and results for “CO₂ Emissions” are from FY2024.
2. The target value for “CO₂ Emissions” is set for each fiscal year based on the assumption of reducing emissions equally each year to achieve the target value for FY2030, as defined in GREEN CHALLENGE 2050, which aims for a 50% reduction in emissions from Group store operations compared to FY2013.
3. “Employee engagement” related coefficient has been decided using the comprehensive evaluation by the Compensation Committee.