Announcement Regarding Entering into a Trust Agreement for the Sale of Listed Securities （214.8 KB）

February 6, 2026

To whom it may concern:

Sumitomo Realty & Development Co., Ltd. (the "Company") hereby announces that, at the meeting of the Board of Directors held today, it has resolved to enter into a trust agreement to sell the listed securities it holds as outlined below. This decision is pursuant to the resolution of the Board of Directors, adopted at its meeting held on December 15, 2025, to introduce a new scheme (the "Scheme") - the first of its kind in Japan - under which the Company will, through a trust, sell the listed securities it holds in a reliable and systematic manner.

1. Purpose of Introducing the Scheme

   As announced in "The Policy on Utilizing Fixed Assets and Leveraging Strategic Shareholdings" dated August 7, 2025, the Company determined to sell 400 billion yen of listed securities (strategic shareholdings and pure investments) over the next ten years, including the period covered by the current 10th Medium-term Management Plan, to support its continued sustainable growth.

   Following earnest and committed negotiations, the Company has obtained the respective issuers' consent to the Company's sale of its shareholdings in approximately 50 to 60 issuers, with an aggregate market value of approximately 250 billion to 300 billion yen, and has decided to establish a trust covering such shareholdings. The Company will carry out the share sales in a reliable and systematic manner by entrusting the trustee with the execution of the sales. As a result, including the shares worth approximately 30 billion yen already sold in the current fiscal year, the Company expects to have a clear path to the sale of shares worth approximately 300 billion yen toward its total target for the sale of shares worth 400 billion yen. In addition, the ratio of the book value of strategic shareholdings to shareholders' equity is expected to fall below 10%-the target set in the current 10th Medium-term Management Plan-two years ahead of schedule.

   The capital gains and dividends from the planned share sales will be used to offset the burden of rising interest expenses, thereby allowing year-by-year growth in operating income to directly translate into growth in net profit. By the time the share sales are completed, the Roppongi 5-chome West Redevelopment Project and the large-scale development project in Worli in Mumbai, India, are expected to contribute to profits, which should lead to further profit growth.

2. Outline of the Scheme

   1. Shares to be held in trust will be limited to those for which the Company has obtained the respective issuers' consent to the Company's sale of such shares.

   2. After the trust is established, the Company shall not be entitled to terminate the trust agreement or to reclaim the shares in trust.

   3. Voting rights attached to the shares in trust will be exercised at the discretion of the trustee.

   4. During the trust period, the shares in trust will be sold at the discretion of the trustee, within the scope of the Company's instructions regarding sales policy.

   5. The trust will terminate when all of the shares in trust have been sold.

   6. Since the shares in trust meet the requirements for pure investment shares, the Company will reclassify such shares from "strategic shareholdings" to "pure investment shares" at the end of the current fiscal year.

      
      
      

3. Outline of the Trust and Schedule

   1. Settlor and Beneficiary

   2. Trustee

   3. Scale of Trust

   4. Number of Issuers

   5. Trust Period

   6. Purpose of Trust

   7. Schedule

Sumitomo Realty & Development Co., Ltd. Mizuho Trust & Banking Co., Ltd.

250-300 billion yen

50-60

From the commencement date of the trust to March 31, 2036 Administration and disposal of the trust securities

Late February 2026 (scheduled): Execution of trust agreement

Late March 2026 (scheduled): Commencement of the trust; reclassification as pure investment shares

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