Notice Regarding the Continuation of the Share-Based Compensation Plan

May 12, 2026

To whom it may concern,

Company name: Cosmo Energy Holdings Co., Ltd. (Code: 5021, Prime Market of the Tokyo Stock Exchange) Representative: Shigeru Yamada

Representative Director, Group CEO

Contact person: Masahiro Oikawa General Manager

Corporate Communication Department

Phone: +81-3-6743-7538

Notice Regarding the Continuation of the Share-Based Compensation Plan

Cosmo Energy Holdings Co., Ltd. (hereafter, "the Company") hereby announces that at a Board of Directors meeting held today, the Company resolved to continue, with certain revisions, its share-based compensation plan (hereafter, "the Plan"), which was introduced in fiscal 2018 and partially revised in fiscal 2024, as an incentive plan for the Company's directors (excluding outside directors, non-executive directors, directors who are members of the Audit and Supervisory Committee, and non-residents of Japan; hereafter, the "Company's Directors") and executive officers (excluding non-residents of Japan; hereafter, the "Company's Executive Officers") (hereafter, collectively referred to as the "Company's Directors, etc.") as well as the directors of the three core operating companies of the Cosmo Energy Group (Cosmo Oil Co., Ltd., Cosmo Oil Marketing Co., Ltd., and Cosmo Energy Exploration & Production Co., Ltd.; hereafter, the "Eligible Business Companies") (excluding outside directors and non-residents of Japan; hereafter, the "Directors of Eligible Business Companies").

In connection with this resolution, the Company has resolved to submit a proposal concerning the Plan at the 11th Ordinary General Meeting of Shareholders, scheduled to be held on June 25, 2026, and hereby announces as follows. Details such as the aggregate cost of shares to be acquired under the Plan will be announced once determined.

1. Overview of the Plan

   1. The Cosmo Energy Group introduced the Plan in fiscal 2018, partially revised it in fiscal 2024, and will continue it with certain revisions from fiscal 2026 onwards to function as a system that encourages the Company's Directors, etc., and the Directors of Eligible Business Companies to work together toward achieving the financial and non-financial targets outlined in its corporate strategy, and to steadily deepen

      sustainable shared interests with its shareholders, thereby enhancing enterprise value over the long term.

   2. The Plan adopts a framework known as the Board Incentive Plan (BIP) trust (hereafter, "the BIP Trust"). The BIP Trust is an executive incentive plan similar to performance share plans and restricted stock compensation plans in the United States. The Company shall deliver or pay to the Company's Directors, etc., and the Directors of Eligible Business Companies the Company's shares acquired through the BIP Trust and cash equivalent to the proceeds from the sales of the Company's shares (hereafter collectively, the "Company's Shares, etc."), in accordance with the degree of achievement of performance targets and other factors (such delivery or payment hereafter referred to as the "Delivery, etc.").

2. How the BIP Trust Works

   ①Board of Directors resolution

   ④The Company's

   shares

   Eligible Business Companies

【Beneficiaries】

・The Company's Directors, etc.

・Directors of Eligible

Business Companies

⑥Instruction to abstain from exercising voting rights

Trust

Administrator

④Payment of purchase price

⑦Delivery, etc. by the Company

and core operating

companies

(Co-trustee The Master Trust Bank of Japan, Ltd.)

BIP Trust

Stock

Market

【Trustee】

Mitsubishi UFJ Trust and Banking Corporation

②Formulation

regulations

Gratuitous transfer and cancellation of residual shares

⑨Distribution of residual assets

③

⑤

of stock delivery

Trust

establishment

Dividends

③Cash contribution

1. Pursuant to the Plan, the Company shall resolve to continue the Plan and its content for fiscal 2026 at a meeting of the Board of Directors.

2. The Company and the Eligible Business Companies have already established stock delivery regulations related to executive remuneration at a meeting of the Board of Directors regarding the continuation of the Plan.

3. The Eligible Business Companies shall each contribute funds to the Company within the scope approved at their respective General Meeting of Shareholders (hereafter, "their respective Shareholders' Meetings") as necessary. The Company shall, as necessary, establish a trust (hereafter, "the Trust") with Mitsubishi UFJ Trust and Banking Corporation as the trustee, by combining the funds contributed by the Eligible Business Companies with funds within the scope approved at the 9th Ordinary General Meeting of Shareholders held on June 20, 2024 (hereafter, "the 9th Shareholders' Meeting"). The beneficiaries of the Trust shall be the Company's Directors, etc., and the Directors of Eligible Business Companies who satisfy the beneficiary requirements.

4. The trustee shall acquire the Company's shares from the stock market using the funds contributed in

   1. above, in accordance with the instructions of the trust administrator. The Company's shares held in the Trust will be managed separately according to the amount contributed by the Company and the Eligible Business Companies.

5. Dividends shall be paid on the Company's shares held in the Trust, in the same manner as the Company's other shares.

6. Voting rights attached to the Company's shares held in the Trust shall not be exercised throughout the trust period.

7. During the trust period, beneficiaries shall receive the Company's shares, in accordance with stock delivery regulations established by the Company and the Eligible Business Companies. (Beneficiaries may also receive cash upon the sale of the Company's shares held in the Trust, in accordance with the

   provisions of the trust agreement).

8. In cases where residual shares remain at the end of the trust period due to factors such as failure to achieve performance targets within the trust period, the Company plans to continue using the Trust by amending the trust agreement and, if necessary, contributing additional funds to the Trust. Alternatively, such residual shares shall be transferred to the Company without consideration and cancelled pursuant to a resolution of the Board of Directors.

9. Upon termination of the Trust, any residual assets after distribution to beneficiaries will revert to the Company within the scope of the trust expense reserve, which consists of the trust funds less stock acquisition funds. Furthermore, any portion exceeding the trust expense reserve shall be donated to organizations with no vested interest in the Company, the Eligible Business Companies, and their executives.

1. Overview of the Plan and its Contents

   The incentive plan to be continued in fiscal 2026 (hereafter, "the Plan") covers the three consecutive fiscal years from fiscal 2026 to fiscal 2028 (hereafter, the "Applicable Period") and delivers a certain number of the Company's Shares, etc., as executive remuneration. If the Trust is continued as described in (3) below, each subsequent three fiscal years shall also be considered as the Applicable Period.

2. Eligible Persons (Beneficiary Requirements)

   The Company's Directors, etc., and the Directors of Eligible Business Companies (including former directors, hereafter, "Eligible Persons") can be granted the Company's Shares, etc., from the Trust according to the number of stock delivery points specified in (4) below, subject to satisfying the following beneficiary requirements at a certain time after the eligible period and after completing the prescribed procedures for qualifying as a beneficiary.

   The beneficiary requirements are as follows:

   1. Serving as a Director of the Company as of July 1, 2026, or as an Executive Officer of the Company or a Director of an Eligible Business Company as of April 1, 2026

   2. Has not resigned due to personal reasons (except in cases recognized as unavoidable by the Nomination and Remuneration Committee; the same applies hereafter), been dismissed, or committed certain acts of misconduct

   3. Satisfies other requirements deemed necessary to fulfill the purpose of the share-based compensation plan

3. Extended Trust Period

The extended trust period shall be approximately three years from September 2026 (per current plan) to the end of August 2029 (per current plan). At the end of the trust period, the Trust may be continued by amending the trust agreement and, if necessary, making additional contributions to the Trust.

In such cases, the trust period may be extended for another three years, and for each extended trust period, the Eligible Business Companies shall additionally contribute to the Company funds to serve as the source of remuneration for Directors of Eligible Business Companies, within the maximum amount of trust funds approved by a resolution at their respective Shareholders' Meetings. The Company shall contribute to the Trust, in addition to the funds contributed by the Eligible Business Companies, funds to serve as the source of remuneration for the Company's Directors, etc., within the maximum amount of trust funds approved at the Company's 9th Shareholders' Meeting, and shall continue to grant points to the eligible Directors, etc., during the extended trust period.

Provided, however, that if there are any of Company's shares and cash remaining as trust assets at the end of the trust period prior to any extension (hereafter, the "Residual Shares, etc."), the aggregate cost of the Residual Shares, etc., and any additional trust contributions shall, for each account corresponding to the Company and each of the Eligible Business Companies, not exceed the maximum amount of trust funds approved by a resolution at their respective Shareholders' Meetings. The trust period may be extended more than once, and the Trust may be renewed in the same manner thereafter.