Heiwa Real Estate : June 07, 2024Notice of Decision to Conduct a Share Repurchase through the Tokyo Stock Exchange Trading Network for Off-Floor Share Repurchases(113KB)

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

June 7, 2024

For immediate release

Kiyoyuki Tsuchimoto, Representative Executive Officer, President and CEO Heiwa Real Estate Co., Ltd.

1-10, Nihonbashi Kabuto-cho,Chuo-ku, Tokyo

(Code No. 8803) TSE Prime Market, NSE Premier Market, Fukuoka, and Sapporo

Notice of Decision to Conduct a Share Repurchase through the Tokyo Stock Exchange Trading

Network for Off-Floor Share Repurchases

Heiwa Real Estate Co., Ltd. (hereafter, the "Company") announces that its Board of Directors decided in meeting held today to have the Company conduct a share repurchase through the Tokyo Stock Exchange Trading Network for off-floor share repurchases, known as ToSTNeT-3, in compliance with Article 156 of the Companies Act of Japan, as applied pursuant to Paragraph 3 of Article 165 of the act.

1. Reason for the share repurchase

The Company will repurchase its own shares in order to increase shareholders' returns, specifically by increasing earnings per share and return on equity.

2. Method of the share repurchase

The Company plans to place an order to buy its shares worth a total of ¥3,770 at today's closing share price (including final special quotes) through ToSTNeT-3 at 8:45 a.m. on June 10, 2024. The buy order will be placed only at this time. (No other systems will be used or changes to this transaction time will be made.)

3. Details of the share repurchase

(1)	Type of shares to acquire	The Company's common shares
(2)	Number of shares to acquire*1	Up to 2,400,000 shares (equivalent to 6.67% of all shares issued,
		excluding treasury shares)
(3)	Value of shares to acquire	Up to ¥9,048,000,000
(4)	Disclosure of the share	The results will be announced in a press release after the share
	repurchase results*2	repurchase has been carried out at 8:45 a.m. on June 10, 2024.

*1. The Company has confirmed that Mitsubishi Estate Co., Ltd., intends to sell a portion of the Company's shares it currently owns at the time of the Company's planned share repurchase. The Company will place buy orders up to the maximum number of shares it plans to acquire. The Company has no plans to change this maximum amount, however, it might not be able to acquire all or any of the shares depending on unforeseen factors.

*2. Following the share repurchase, Mitsubishi Estate Co., Ltd., will no longer be categorized as a major shareholder of the Company, and, as announced in the Company's news release issued today, "Notice regarding Conclusion of Capital and Business Alliance Agreement between Heiwa Real Estate Co., Ltd. and Taisei Corporation, and Establishment of Tripartite Collaborative Relationship including Mitsubishi Estate Co., Ltd.," Taisei will become an associated company. The Company will promptly disclose these changes once they are completed.

1

2

2,901,344 shares

35,958,652 shares

Additional information:

Breakdown of the Company's shares as of March 31, 2024

Total number of shares issued (excluding treasury shares)

Number of treasury shares