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Share Issuance and Disposal8844COSMOS INITIA Co.,Ltd.Real Estate

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers of the Company and Its Subsidiaries

The Company resolved to dispose of 129,458 treasury shares as restricted stock to 16 individuals comprising directors, executive officers and representative directors of subsidiaries. The transfer restrictions will be lifted subject to continued service and the achievement of performance targets under the medium-term management plan, among other conditions.

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Direction
Neutral
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Scale
129458
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much129,458Shares

129,458 shares of the Company’s common stock (treasury shares)

Directors of the company4 / 49,618 shares
Executive officers of the Company9 / 58,564 shares
Representative directors of the Company’s subsidiaries3 / 21,276 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥1,247 per share
Total issue value

¥161,434,126

Amount of funds to be raised
Total payment of ¥161,434,126; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥161,434,126 (¥61,873,646 for the Company’s directors, ¥73,029,308 for the Company’s executive officers and ¥26,531,172 for representative directors of the Company’s subsidiaries)
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
From 11 September 2026 until the date on which the recipient ceases to hold the prescribed position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
In addition to the recipient continuing to hold the prescribed position throughout the specified service period or applicable period, the relevant management target under the medium-term management plan for fiscal years 2026–2028 must be exceeded as of the fiscal year-end. The relevant target is the annual consolidated ordinary income, annual ROE or cumulative consolidated ordinary income target.
Reason for acquisition without consideration
If it is determined that the above performance conditions will not be achieved, or if the transfer restrictions have not been lifted when the transfer restriction period expires, the Company will acquire all of the relevant shares without consideration.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 4 / Number of allocated shares 49,618 shares, Category Executive officers of the Company / Number of Employees 9 / Number of allocated shares 58,564 shares, Category Representative directors of the Company’s subsidiaries / Number of Employees 3 / Number of allocated shares 21,276 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The transfer restriction period runs from 11 September 2026 until the date on which the recipient ceases to hold the prescribed position at the Company or one of its subsidiaries.
Payment date
11 September 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,247. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 57th Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for the revised restricted stock compensation plan.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of129,458 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥1,247 per share
Total issue value¥161,434,126
Amount of funds to be raisedTotal payment of ¥161,434,126; estimated net proceeds: Not disclosed
Payment date11 September 2026
Intended allotteeName Directors of the company / Number of Employees 4 / Number of Shares 49,618 shares, Name Executive officers of the Company / Number of Employees 9 / Number of Shares 58,564 shares, Name Representative directors of the Company’s subsidiaries / Number of Employees 3 / Number of Shares 21,276 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The transfer restriction period runs from 11 September 2026 until the date on which the recipient ceases to hold the prescribed position at the Company or one of its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,247. No discount or premium rate was stated.
Transfer restriction periodFrom 11 September 2026 until the date on which the recipient ceases to hold the prescribed position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsIn addition to the recipient continuing to hold the prescribed position throughout the specified service period or applicable period, the relevant management target under the medium-term management plan for fiscal years 2026–2028 must be exceeded as of the fiscal year-end. The relevant target is the annual consolidated ordinary income, annual ROE or cumulative consolidated ordinary income target.
Reason for acquisition without considerationIf it is determined that the above performance conditions will not be achieved, or if the transfer restrictions have not been lifted when the transfer restriction period expires, the Company will acquire all of the relevant shares without consideration.
Categories and Number of Persons CoveredCategory Directors of the company / Number of Employees 4 / Number of allocated shares 49,618 shares, Category Executive officers of the Company / Number of Employees 9 / Number of allocated shares 58,564 shares, Category Representative directors of the Company’s subsidiaries / Number of Employees 3 / Number of allocated shares 21,276 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥161,434,126 (¥61,873,646 for the Company’s directors, ¥73,029,308 for the Company’s executive officers and ¥26,531,172 for representative directors of the Company’s subsidiaries)
Procedures under the Corporate Code of ConductAt the 57th Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for the revised restricted stock compensation plan.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To provide incentives for the sustainable enhancement of corporate value and promote the sharing of value with shareholders. The Company also took into consideration its performance, the scope of the recipients’ responsibilities and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers of the Company and Its Subsidiaries | COSMOS INITIA Co.,Ltd. (8844) timely disclosure | Komori