Press Release

Partial Revision of Stock Compensation Plan

May 14, 2024
Chubu Electric Power Co.,Inc.

Chubu Electric Power today resolved the partial revision ("the revision") of its stock compensation plan ("the plan"), known as board benefit trust (BBT), and decided to submit the revision as described below to the 100th Ordinary General Meeting of Shareholders ("the Shareholders Meeting") to be held on June 26, 2024.

Details

1. Background and purpose of the revision

At the 95th Ordinary General Meeting of Shareholders held on June 26, 2019, the introduction of the plan for the company's directors (excluding outside directors) was approved, and subsequently, at the Board of Directors meeting held on May 8, 2020, the Board of Directors resolved to add additional persons subject to the plan. Thereafter the determination of the maximum number of the company's shares to be granted to directors (excluding outside directors), and the revision of the trust amount (amount of compensation) in accordance with the change in the period of the medium-term management goal as well as the maximum number of the company's shares to be granted to directors (excluding outside directors) were approved, respectively, at the 97th Ordinary General Meeting of Shareholders held on June 25, 2021 and at the 98th Ordinary General Meeting of Shareholders held on June 28, 2022.
Upon approval at the Shareholders Meeting, Chubu Electric Power will transition to a company with an audit committee system. In order to further raise awareness for contributing to the enhancement of the Group's medium- to long-term corporate value, the company will submit the following proposals to the Shareholders Meeting: the addition of outside directors (excluding those who are members of the Audit and Supervisory Committee) and directors who are members of the Audit and Supervisory Committee to the eligible persons for the plan, the revision of the plan for directors (excluding directors who are members of the Audit and Supervisory Committee) in order to increase the ratio of stock compensation in the total amount of compensation, etc., and the introduction of the plan for directors who are members of the Audit and Supervisory Committee.

2. Details of the revision (underlines indicate the changes from the current plan)

Item	Before revision	After revision
Subject executives	[Chubu Electric Power] Directors (excluding outside directors), Executive Officers, etc. who do not concurrently serve as directors [Chubu Electric Power Miraiz] Directors (excluding outside directors), Executive Officers, etc. who do not concurrently serve as directors	[Chubu Electric Power] Directors (Note), Executive Officers, etc. who do not concurrently serve as directors (Note) Including outside directors (excluding directors who are members of Audit and Supervisory Committee) and directors who are members of Audit and Supervisory Committee. [Chubu Electric Power Miraiz] Directors (Note), Executive Officers, etc. who do not concurrently serve as directors (Note) Including outside directors.
Maximum trust amount for the subject period (Note 1)	1.33 billion yen (530 million yen for the company's directors (excluding outside directors))	2.8 billion yen (900 million yen for the company's directors (excluding directors who are members of the Audit and Supervisory Committee), of which 40 million yen for outside directors, and 80 million yen for directors who are members of the Audit and Supervisory Committee of the company) (Note 2)
Number of shares equivalent to the maximum number of points to be granted to directors, etc. during the subject period (Note 1)	1.15 million shares (470,000 shares for the company's directors (excluding outside directors))	2.43 million shares (800,000 shares for the company's directors (excluding directors who are members of the Audit and Supervisory Committee), of which 40,000 shares for outside directors, and 80,000 shares for directors who are members of the Audit and Supervisory Committee) (Note 3)

(Note 1) Four fiscal years from the fiscal year ending March 31, 2023 to the fiscal year ending March 31, 2026 and every four fiscal years thereafter.

(Note 2) The maximum amount of additional contribution for the subject period starting from the fiscal year ending March 31, 2023 (hereinafter referred to as "the current subject period") will be 2,065 million yen, including 715 million yen for the company's directors (excluding directors who are members of the Audit and Supervisory Committee), of which 20 million yen for outside directors, and including 40 million yen for directors who are members of the Audit and Supervisory Committee, since the above revision will be made during the term.

(Note 3) The number of shares equivalent to the maximum number of points to be granted during the current subject period will be 1,790,000 shares (635,000 shares for the company's directors excluding directors who are members of the Audit Committee, of which 20,000 shares for outside directors, and 40,000 shares for directors who are members of the Audit Committee) because the above revision will be made during the term.

(Note 4) Chubu Electric Power Miraiz plans to submit a proposal for this revision to the 5th Ordinary General Meeting of Shareholders scheduled to be held on June 20, 2024.

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