Introduction of a Performance-Linked Share Compensation Plan

「The maximum numbers of base points and share-delivery points to be granted to each eligible executive officer for the three consecutive fiscal years from fiscal 2026 through fiscal 2028, which constitute the performance evaluation period, are as follows.」

「当社は、本日開催の取締役会において、当社の取締役（社外取締役、業務執行を行わない取締役、監査等委員である取締役および国内非居住者を除く）および執行役員（国内非居住者を除く）（以下併せて「当社取締役等」）ならびに当社グループの中核事業会社 3 社（コスモ石油株式会社、コスモ石油マーケティング株式会社およびコスモエネルギー開発株式会社をいい、以下、「対象事業会社」）の取締役（社外取締役および国内非居住者を除き、以下「対象事業会社取締役」）を対象とする株式報酬制度(以下｢本制度｣)の継続にかかる取得株式の総額等の詳細について決定しましたので、下記のとおりお知らせいたします。」

「The performance-linked portion of the medium- to long-term incentive compensation, for which the current consolidated fiscal year is the fiscal year ending the evaluation period, uses the growth rate of the Company’s TSR relative to TOPIX and the consolidated net debt-to-equity ratio as KPIs. The targets are a 100% growth rate of the Company’s TSR relative to TOPIX and a consolidated net debt-to-equity ratio of less than 2.0x. As of the end of April 2026, the Company’s TSR growth rate relative to TOPIX was 117%, and the consolidated net debt-to-equity ratio was 0.71x as of the end of March 2026.」

「The upper limits on the standard points and share delivery points to be granted to each covered executive officer for the 3 consecutive fiscal years from fiscal 2025 through fiscal 2027 are as follows.」

「If grounds arise requiring a subsequent revision of financial results due to a material accounting error or fraud by a director or other officer, the Company will introduce a provision, known as a malus and clawback provision, allowing it to forfeit and recover, in part or in full, the right of the relevant director or other officer to receive incentive compensation within 3 years after the grounds arise.」

「The upper limits on the standard points and share delivery points to be granted to each covered executive officer for the 3 consecutive fiscal years from fiscal 2024 through fiscal 2026 are as follows.」

「The incentive plan established in fiscal 2022 covers the 3 consecutive fiscal years from fiscal 2022 through fiscal 2024. For each executive officer covered by the system, 50% of the standard points established for each position will be granted as the “performance-linked portion” and the remaining 50% as the “non-performance-linked portion.”」

「The incentive plan established in fiscal 2021 covers the 3 consecutive fiscal years from fiscal 2021 through fiscal 2023. For each executive officer covered by the system, 50% of the standard points established for each position will be granted as the “performance-linked portion” and the remaining 50% as the “non-performance-linked portion.”」

「The incentive plan established in fiscal 2020 covers the 3 consecutive fiscal years from fiscal 2020 through fiscal 2022. For each executive officer covered by the system, 50% of the standard points established for each position will be granted as the “performance-linked portion” and the remaining 50% as the “non-performance-linked portion.”」

「The incentive plan established in fiscal 2019 covers the 3 consecutive fiscal years from fiscal 2019 through fiscal 2021. For each executive officer covered by the system, 50% of the standard points established for each position will be granted as the “performance-linked portion” and the remaining 50% as the “non-performance-linked portion.”」

「The evaluation period comprises the 3 consecutive fiscal years from fiscal 2018 through fiscal 2020. For each executive officer covered by the system, 50% of the standard points established for each position will be granted as the “performance-linked portion” and the remaining 50% as the “non-performance-linked portion.”」

「The covered period for this system is the 3-year period from the fiscal year ending March 2016 through the fiscal year ending March 2018 (the “covered period”).」

「The basic policy of this system is to improve performance over the medium to long term, increase corporate and shareholder value, share benefits with shareholders, and ensure transparency and objectivity in the compensation-setting and evaluation process. The system has been designed to increase the linkage between compensation and performance.」