Mitsubishi HC Capital to Introduce Performance-Linked Stock Delivery Plan for Employees

Mitsubishi HC Capital Inc. announced that it has decided to introduce a new performance-linked stock delivery plan for employees. The Mitsubishi HC Capital Group aims to contribute to a sustainable and prosperous future by helping solve social issues through assets and products across various areas of society. Under its medium-term management plan for fiscal 2026 to 2028, the group is promoting value creation initiatives centered on four elements: business, finance, digital, and human resources and culture. The company views human resources as the driving force behind value creation and as an extremely important management capital for the group. It continues to invest actively and consistently in people, believing that drawing out the diverse values and capabilities of each employee is the source of sustainable growth and value creation. The new plan is designed to strengthen the link between medium- to long-term corporate value enhancement and employee compensation. It will apply broadly to employees, regardless of whether they are in managerial or non-managerial positions. Through the plan, the company aims to increase employees’ sense of unity and belonging, further promote efforts to maximize corporate value, and enhance brand value. The plan will use a stock delivery ESOP trust. Using funds contributed by the company, the trust will acquire shares of Mitsubishi HC Capital from the stock market and, based on predetermined stock delivery rules, deliver company shares and cash to employees who meet certain requirements. For eligible employees who are non-residents of Japan, the company plans to provide cash instead of delivering company shares through the trust. Under the structure, the company will make the necessary decisions for introducing the plan, establish stock delivery rules, and set up an ESOP trust with eligible employees as beneficiaries. The ESOP trust will acquire the expected number of company shares from the stock market during the trust period, following instructions from the trust administrator. Dividends on shares held in the trust will be paid in the same manner as other company shares, but voting rights for shares in the trust will not be exercised during the trust period. During the trust period, beneficiaries will receive certain points under the stock delivery rules and will receive company shares equivalent to 50% of those points, with fractional shares rounded down. For the remaining points, the corresponding company shares will be converted into cash within the ESOP trust in accordance with the trust agreement, and beneficiaries will receive cash equivalent to the proceeds. If, after the trust period expires, the company continues to use the ESOP trust for this plan or a similar stock compensation plan, remaining company shares and cash in the trust will be used for delivery or payment to eligible employees and for share acquisition. If the ESOP trust is terminated, remaining shares will be sold within the trust. Any amount exceeding the trust reserve amount is expected to be donated to an organization with no interest relationship with the company, while the portion within the trust reserve amount is expected to revert to the company. The planned trust agreement names Mitsubishi HC Capital as the settlor and Mitsubishi UFJ Trust and Banking Corporation as the trustee, with The Master Trust Bank of Japan as co-trustee. Beneficiaries will be employees who meet the beneficiary requirements, and the trust administrator will be an independent certified public accountant with no interest relationship with the company. The trust agreement date and plan start date are scheduled for May 20, 2026, and the trust period is scheduled to run until May 31, 2029. The upper limit of trust funds is planned at 3.76 billion yen, including trust remuneration and trust expenses. The share acquisition period is scheduled from May 25 to June 5, 2026, with shares to be acquired from the stock market. The Mitsubishi HC Capital Group has more than 8,000 employees in Japan and overseas. It operates leasing and finance businesses in more than 20 countries, mainly for corporate clients, covering various machinery, equipment, vehicles, aircraft, marine containers, and railway freight cars. The group has also expanded into areas such as real estate revitalization and renewable energy. Through these businesses, it aims to create new social value with customers and partners, help solve social issues, and contribute to a sustainable and prosperous future.