SUN-LIFE HOLDING CO.,LTD. [7040.T]

TOKYO, May 28 (Pulse News Wire) – Sun-life Holding CO.,LTD. (7040.T) announced today that its board of directors decided to introduce a restricted share compensation plan aimed at incentivizing non-audit committee directors to enhance the company's long-term value and promote greater alignment with shareholders' interests.

The plan requires shareholder approval at the upcoming annual general meeting scheduled for June 24, 2026. Under the proposed plan, eligible directors would receive restricted shares either through direct issuance or by converting cash-based compensation into equity. The total number of ordinary shares issuable annually under this scheme is capped at 30,000.

The aggregate value of such grants would be limited to ¥50 million per annum, separate from existing monetary compensation caps approved in 2019, which stood at ¥300 million per year. To ensure sustained value creation for shareholders over time, the restriction period for these shares extends from their grant date until the director leaves their position as defined by the board. Specific distribution schedules and allocations will be determined by the board.

Additionally, Sun-Life Holding will enter into allocation agreements with participating directors, prohibiting transfers, pledges, or disposals during the restriction period, except in cases deemed appropriate by the board due to violations of laws, internal regulations, or the agreement itself.

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