Komatsu Ltd. - Announcement Concerning Revision of Performance-Linked Stock-Based Remuneration System
April 29, 2024 at 10:50 am
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Komatsu Ltd. ('Komatsu') hereby announces that it resolved at a meeting of the Board of Directors held today to revise the performance-linked stock-based remuneration system for its Directors (excluding the Outside Directors) (hereinafter 'Komatsu Directors') and employees in senior managerial positions such as Executive Officers (hereinafter 'Komatsu Employees,' and collectively with Komatsu Directors, 'Eligible Persons at Komatsu'), to introduce a trust-type stock-based remuneration system in place of the current restricted stock compensation system.
In addition, with regard to affiliated companies of Komatsu (hereinafter 'Subject Affiliated Companies,' and collectively with Komatsu, 'Subject Companies'), performance-linked stock-based remuneration system for their Directors (excluding the Outside Directors) (hereinafter 'Affiliated Company Directors,' and collectively with Eligible Persons at Komatsu, 'Eligible Persons') will be subject to revisions in the same manner as that for Komatsu Directors, and a proposal on the introduction of a trust-type stock-based remuneration system in place of the current restricted stock compensation system will be submitted at a meeting of the Board of Directors of each affiliated company to be held in the future (hereinafter, the stock-based remuneration system for Eligible Persons will be referred to as the 'Plan').
Accordingly, Komatsu will submit a proposal regarding the revision of performance-linked stock-based remuneration system, targeting Komatsu Directors, for approval at the 155th Ordinary General Meeting of Shareholders to be held on June 19, 2024. Likewise, each Subject Affiliated Company will submit a proposal regarding the revision of performance-linked stock-based remuneration system, targeting Affiliate Company Directors, for approval at the general meeting of shareholders of each Subject Affiliated Company to be held in late June 2024 (hereinafter, general meetings of shareholders of Komatsu and Subject Affiliated Companies will be collectively referred to as the 'Shareholders Meetings'). Subject to approval of the proposal on revision to the amount and content of remuneration in accordance with the introduction of the Plan at the Shareholders Meetings, the current restricted stock compensation system will be abolished, and new restricted stock will no longer be allotted. However, any restricted stock that has already been allotted will continue to exist.
Komatsu Ltd. specializes in manufacturing and marketing of construction and mining operating materials. Net sales break down by family of products as follows:
- construction and mining operating materials (91.3%): hydraulic excavators, backhoe loaders, wheel loaders, graders, crawler excavators, forklifts, tunneling, bulldozers, forest tractors, etc.;
- other (6.6%): primarily industrial machines (grinders, press brakes, temperature control equipments, etc.).
The remaining sales (2.1%) are from financing activities.
Net sales are distributed geographically as follows: Japan (13.9%), China (4.7%), Asia and Oceania (21.4%), Americas (37.5%), Europe and CIS (15.7%), Africa and Middle East (6.8%).
KOMATSU LTD. 
