Heiwa Real Estate : June 10, 2024Notice of Completion of Share Repurchase through the Tokyo Stock Exchange Trading Network for Off-Floor Share Repurchases and Resultant Changes concerning Major Shareholders and Associated Companies(161KB)

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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 10, 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 Completion of Share Repurchase through the Tokyo Stock Exchange Trading Network for

Off-Floor Share Repurchases and Resultant Changes concerning Major Shareholders

and Associated Companies

Heiwa Real Estate Co., Ltd. (hereafter, the "Company") announces that it has completed the share repurchase that it announced on June 7, 2024. Its shares were acquired through the Tokyo Stock Exchange Trading Network for off-floor share repurchases, known as ToSTNeT-3, in accordance with a decision by the Company's Board of Directors in a meeting held on June 7, 2024. Details of the share repurchase and resultant changes among the Company's major shareholders and associated companies are as follows.

1. Overview and outcome of the share repurchase

1. Reason for share repurchase
   The Company repurchased its own shares in order to increase shareholders' returns, specifically by increasing earnings per share and return on equity.
2. Details of the share repurchase

(1)	Type of shares acquired	The Company's common shares
(2)	Number of shares acquired	2,400,000 shares
(3)	Value of shares acquired	¥9,048,000,000
(4)	Date of acquisition	June 10, 2024
(5)	Share acquisition method	The shares were acquired through the Tokyo Stock Exchange
		Trading Network for off-floor share repurchases (ToSTNeT-3)

(Reference) Details of the decision reached by the Board of Directors in its meeting held on June 7, 2024

(1)	Type of shares to acquire	The Company's common shares
(2)	Number of shares to acquire	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)	Date of acquisition	June 10, 2024

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2. Changes concerning the Company's major shareholders and associated companies

As of June 10, 2024, changes concerning the Company's major shareholders and associated companies are as follows.

(1) Background of the changes

The Company repurchased its shares in tandem with a sell-off of its shares by Mitsubishi Estate Co., Ltd., which sold a portion of its shareholdings through ToSTNeT-3 today. As a result of these transactions (hereafter, the "Changes"), Mitsubishi Estate will no longer be categorized as a major shareholder (defined as holding over 10% of voting rights), and, due to the resultant shift in the Company's shareholding structure, Taisei Corporation will be newly categorized as an associated company (defined as holding over 20% of voting rights).

(2) Overview of the changes among shareholders

1) Details of the company no longer categorized as a major shareholder

(1)	Company name	Mitsubishi Estate Co., Ltd.
(2)	Address	1-1, Otemachi 1-chome,Chiyoda-ku, Tokyo 100-8133, Japan
(3)	Name and position of	Atsushi Nakajima, Representative Corporate Executive Officer, President
	representative	and Chief Executive Officer
(4)	Main businesses	Development and leasing of office buildings and retail, hotel, and logistics
		facilities
		Development and sale of real estate for investment purposes in Japan and
		overseas
		Development and sale of land for housing, research, and other facility use
		Management of airports, leisure facilities, etc.
		Brokerage of real estate and related consulting services
		Asset management business
(5)	Paid-in capital	¥142,414 million

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2) Details of the company newly categorized as an associated company

(1)	Company name	Taisei Corporation
(2)	Address	1 - 25 - 1 Nishi-Shinjuku,Shinjuku-ku, Tokyo 163-0606, Japan
(3)	Representative officer	Yoshiro Aikawa, President and Chief Executive Officer
(4)		Planning, surveying, design, supervising, construction and installation,
	Main businesses	engineering, management, and consulting related to building works, civil
	engineering works, plant installation works, and other construction works
		of all kinds
(5)	Paid-in capital	¥122,742 million
(6)	Date of incorporation	December 28, 1917
(7)	Consolidated net	¥961,000 million (as of March 31, 2024)
	assets
(8)	Consolidated total
	assets	¥2,583,641 million (as of March 31, 2024)
(9)		The Master Trust Bank of Japan, Ltd. (Trust Account)	16.14%
		Custody Bank of Japan, Ltd. (Trust Account)	5.23%
		Taisei Associates' Shareholding Plan	3.33%
		NORTHERN TRUST CO. (AVFC) RE SILCHESTER
		INTERNATIONAL INVESTORS INTERNATIONAL
	Major shareholders	VALUE EQUITY TRUST	3.22%
	and shareholding ratio	STATE STREET BANK AND TRUST COMPANY 505223	2.28%
	(as of March 31,	Taisei Employees' Shareholding Plan	1.97%
	2024)	NORTHERN TRUST CO. (AVFC) RE U.S. TAX
		EXEMPTED PENSION FUNDS	1.80%
		STATE STREET BANK WEST CLIENT-TREATY 505234	1.78%
		Retirement Benefit Trust in Mizuho Trust (Mizuho Bank, Ltd.
		Account)		1.55%
		Meiji Yasuda Life Insurance Company	1.54%
(10)	Relationship between	Capital relationship	Taisei Corporation holds 6,750,100 shares of the
	the listed company	Company's shares.
	and said company	Personnel relationship	Not applicable
		Transactional	Taisei Corporation receives orders for
		construction and other related work from the
		relationship
		Company.

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1. Number of voting rights, shares, and percentage of total voting rights held by the shareholders, below, before and after the Changes

1. Mitsubishi Estate Co., Ltd.

	Shareholder	Number of voting rights	Percentage of total	Ranking among
	(Number of shares held)	voting rights held
	category	shareholders*3
Before the	Major	38,856 voting rights
Changes (as of	10.87%*1,*4	Fourth
shareholder	(3,885,600 shares)
June 10, 2024)
After the Changes	―	32,992 voting rights	9.89%*2, *4	Fourth
(3,299,200 shares)

*1 The percentage of total voting rights held before the Changes was calculated based on a total of 357,527 voting rights granted to shareholders, which was reached by subtracting 2,901,300 treasury shares and 205,996 shares without voting rights as of March 31, 2024, from a total of 38,859,996 shares issued as of the same date. The number of voting rights include single votes per 100 shares that are held under the Company's name in the shareholder register but not actually possessed by the Company.

*2 The percentage of total voting rights held after the Changes was calculated based on a total of 333,527 voting rights, which was reached by subtracting 24,000 voting rights corresponding to the shares acquired through the Company's share repurchase on June 10, 2024, from the total of 357,527 voting rights granted to shareholders as calculated in Note 1, above.

*3 The ranking among shareholders is based on the shareholder register as of March 31, 2024, and changes among shareholders disclosed in the Company's news release, "Notice of Change Concerning the Company's Major Shareholders and Largest Shareholder," issued on June 7, 2024.

*4 Figures for the percentage of total voting rights held have been rounded to two decimal places.

2) Taisei Corporation

		Number of voting rights
	Shareholder	(Number of shares and percentage of total voting rights	Ranking
		held)		among
	category
	Directly held	Aggregate	Total	shareholders*3
		voting rights
Before the	Major shareholder	67,501 voting		67,501 voting
Changes (as	rights	0 voting rights	rights
and largest	First
of June 10,	(6,750,100 shares,	0%	(6,750,100 shares
shareholder
2024)	18.88%*1)		18.88%*1)
	Major shareholder,	67,501 voting		67,501 voting
After the	largest shareholder,	rights	0 voting rights	rights	First
Changes	and associated	6,750,100 shares	0%	6,750,100 shares
	company	20.24%*2, *4		20.24%*2, *4

*1 The percentage of total voting rights held before the Changes was calculated based on a total of 357,527 voting rights granted to shareholders, which was reached by subtracting 2,901,300 treasury shares and 205,996 shares without voting rights as of March 31, 2024, from a total of 38,859,996 shares issued as of the same date. The number of voting rights include single votes per 100 shares that are held under the Company's name in the shareholder register but not actually possessed by the Company.

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*2 The percentage of total voting rights held after the Changes was calculated based on a total of 333,527 voting rights, which was reached by subtracting 24,000 voting rights corresponding to the shares acquired through the Company's share repurchase on June 10, 2024, from the total of 357,527 voting rights granted to shareholders as calculated in Note 1, above.

*3 The ranking among shareholders is based on the shareholder register as of March 31, 2024, and changes among shareholders disclosed in the Company's news release, "Notice of Change Concerning the Company's Major Shareholders and Largest Shareholder," issued on June 7, 2024.

*4 Figures for the percentage of total voting rights held have been rounded to two decimal places.

(4) Expected impact of the share repurchase

Due to the share repurchase, the Company revised its planned dividend for the fiscal year ending March 31, 2025. For details, please refer to the Company's news release, "Notice of Upward Revision to Planned Dividend," issued on June 7, 2024.