Note: This document has been translated from a part of 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.

To our shareholders:

Securities Code: 9602
May 2, 2024
Hiroyasu Matsuoka
President
TOHO CO., LTD.
1-2-2 Yurakucho, Chiyoda-ku, Tokyo

Notice of the 135th Annual General Meeting of Shareholders
TOHO CO., LTD. (the “Company”) would hereby like to inform you that the 135th Annual General Meeting of
Shareholders will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which themeasures for providing information in electronic format will be taken) in electronic format and posts this informationon the Company’s websites on the Internet as shown below. Please access any of the websites to check theinformation.
The Company’s website
https://www.toho.co.jp/ (in Japanese)(From the above website, select “About Us,” “IR Information” and then “Information for Shareholders” to check theinformation.)
https://www.toho.co.jp/en/company (in English)(From the above website, select “IR Information” and then “IR Library” to check the information.)
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the internet address shown above, enter “TOHO” in “Issue name (company name)”or the Company’s securities code “9602” in “Code,” and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.” Under “Filed information available for public inspection,” click“Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting].”)
You may exercise your voting rights in writing or via the Internet, etc. Please review the attached Reference
Documents for General Meeting of Shareholders and exercise your voting rights by 6:30 p.m. on Wednesday, May
22, 2024 (JST).

-1-

1 Date and Time: Thursday, May 23, 2024, at 10:00 a.m. (The reception desk opens at 9:00 a.m.) (JST)2 Venue:
Hulic Hall Tokyo, 11th floor, Yurakucho Mullion
2-5-1 Yurakucho, Chiyoda-ku, Tokyo
3 Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 135th fiscal year (from March 1,2023 to February 29, 2024), and the results of audits of the Consolidated Financial Statements by the
Financial Auditor and the Audit & Supervisory Committee
2. The Non-consolidated Financial Statements for the 135th fiscal year (from March 1, 2023 to February 29,
2024)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Five Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Proposal No. 3
Election of Three Directors Who Are Audit & Supervisory Committee Members
Proposal No. 4
Election of One Substitute Director Who Is an Audit & Supervisory Committee Member
4 Exercise of Voting Rights(1) Voting by Mail
Please indicate your approval or disapproval of the proposals on the enclosed voting form then return the form
to the Company by postal mail so that your vote is received by 6:30 p.m. on Wednesday, May 22, 2024 (JST).
(2) Voting via the Internet, etc.
Please refer to “Guide to Exercising Voting Rights via the Internet, etc.” (in Japanese only) and exercise yourvoting rights by 6:30 p.m. on Wednesday, May 22, 2024 (JST).
---If you attend the Meeting in person, please bring the voting form that has been sent together with this notice and present it at thereception desk. Also, you are requested to bring this notice to the Meeting.
Shareholders not attending the Meeting shall be able to exercise voting rights either in writing by using the voting form or via theInternet, etc. Note that if there is no indication of approval or disapproval with a proposal in the voting form, it shall be handled as
an indication of approval for that proposal.
If you exercise your voting rights more than once via the Internet, etc., the last vote exercised shall be treated as a valid.
If you exercise your voting rights both in writing (by mail) and via the Internet, etc., we will treat your vote via the Internet, etc. as
valid, regardless of the date and time of arrival.
Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article
16 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered toshareholders who have made a request for delivery of such documents.
(i) “Company structure and policy” in the Business Report(ii) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in the Consolidated Financial
Statements(iii) “Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Non-consolidated Financial
Statements(i) to (iii) above are part of the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements thatwere audited by the Audit & Supervisory Committee in preparing their audit reports. (ii) and (iii) are part of the Consolidated
Financial Statements and Non-consolidated Financial Statements that were audited by the Financial Auditor in preparing their audit
reports.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on the Company’s website and the TSE website introduced on the previous page.

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Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

Our basic shareholder return policy is to distribute annual dividend payments of ¥40 as a base with a payout ratioof 30% or more and implement flexible share buy-backs. Under this policy, the Company proposes to pay a yearend dividend for the fiscal year of ¥65 per share.
Accordingly, including the interim dividend that has already been paid (¥20 per share), the annual dividend will
total ¥85 per share.
Year-end dividends
Type of dividend property
Cash
Allotment of dividend property and aggregate amount thereof¥65 per common share of the Company
Total payment: ¥11,369,519,525
Effective date of dividends of surplus
May 24, 2024

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Proposal No. 2

Election of Five Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)

The term of office of all five Directors (excluding Directors who are Audit & Supervisory Committee Members;
applicable to the rest of this proposal) will expire at the conclusion of this meeting. Therefore, the Company proposes
the election of five Directors.
Please note that the Audit & Supervisory Committee has given its opinion that all of the candidates for Director inthis proposal are qualified.
The candidates for Director are as follows.
Candidate
No.

Attributes ofthecandidates

Name

1

Reelection
Male

Yoshishige Shimatani

2

Reelection
Male

Hiroyasu Matsuoka

3

Reelection
Male

Nobuyuki Tako

4

Reelection
Male

Minami Ichikawa

5

Reelection
Male

Kazuo Sumi

Position, responsibility in the Company and significant
concurrent positions outside the Company
Representative Director and Chairperson, Member ofthe Board
Director of Hankyu Hanshin Holdings, Inc.
Outside Director of Fuji Media Holdings, Inc.
Outside Director of TOKYO KAIKAN CO., LTD.
Representative Director and President, Member of the
Board
Head of Entertainment Unit
Direct control of Strategy Planning Department,
TOHO Digital Lab. and Internal Control Audit
Director and Executive Vice President, Member of the
Board
Head of Corporate Management Group
Director of Subaru Enterprise Co., Ltd.
Director and Senior Managing Executive Officer,
Member of the Board
Head of Motion Picture Group, Entertainment Unit
Director
Chairman and Representative Director, Group CEO of
Hankyu Hanshin Holdings, Inc.
Director of H2O Retailing Corporation
Outside Director of ASICS Corporation-4-

Attendance /Number of
Board ofDirectors
meetings held

11 of 11

11 of 11

10 of 11

11 of 119 of 11

Candidate
No.

Name (Date of birth)

Career summary and position in the Company
Apr. 1975
Apr. 1999

1

2

Number of theCompany’s shares
ownedJoined the Company
General Manager of Production & Acquisitions
Department, Motion Picture GroupMay 2001
Director
Yoshishige Shimatani
May 2005
Managing Director
March 5, 1952 (Age: 72)
May 2007
Senior Managing Director
May 2011
President
Reelection
Male
18,303 shares
May 2021
Representative Director and President, Memberof the Board
Attendance to the Board of
May 2022
Representative Director and Chairperson,
Directors meeting:Member of the Board (current position)
11 of 11 (100%)[Significant concurrent positions outside the Company]
Director of Hankyu Hanshin Holdings, Inc.
Outside Director of Fuji Media Holdings, Inc.
Outside Director of TOKYO KAIKAN CO., LTD.
[Reasons for nomination as candidate for Director]
Mr. Shimatani has long been engaged in the operation of the departments in the Motion Picture Group, a major line ofbusiness of the Company group (the “TOHO Group”) since he joined the Company. During his service as President of
the Company, he exercised great leadership in promoting the Company’s mid-term management strategy and strove torealize sustainable growth and enhanced corporate value for the Company. As Chairperson, he has currently supervised
the group-wide management in an appropriate manner. Given his rich experience, achievements and insight throughout
his career, the Company proposes his reelection as Director of the Company.
Jan. 1994
Joined TOHO-TOWA Company, Limited
Apr. 1998
Director of TOHO-TOWA Company, Limited
Apr. 2001
Managing Director of TOHO-TOWA Company,
LimitedApr. 2008
COO, President of TOHO-TOWA Company,
LimitedHiroyasu Matsuoka
May 2014
Director of the Company
April 18, 1966 (Age: 58)
May 2015
CEO, Chairperson of TOHO-TOWA Company,
LimitedReelection
May 2018
Managing Director of the Company
Male
19,133 shares
Apr. 2020
Director, Chairperson of TOHO-TOWA
Company, Limited (current position)
Attendance to the Board ofMay
2021
Director and Managing Executive Officer,
Directors meeting:Member of the Board of the Company
11 of 11 (100%)
May 2022
Representative Director and President, Memberof the Board (current position)[Position in the Company]
Head of Entertainment Unit
Direct control of Strategy Planning Department, TOHO DigitalLab. and Internal Control Audit[Reasons for nomination as candidate for Director]
Mr. Matsuoka has long been engaged in global business related to motion pictures at the TOHO Group. By utilizing his
rich experience and a higher level of insights in the overall management, he currently has played a role of making
important management decisions and supervising business execution as President of the Company and has exercisedleadership to realize “TOHO VISION 2032 TOHO Group Management Strategy,” a corporate strategy that looks
toward the 100th anniversary of our founding. Given his achievements and insight throughout his career, the Company
proposes his reelection as Director of the Company.

-5-

Candidate
No.

Name (Date of birth)

Career summary and position in the Company
Apr. 1988
Apr. 2005

3

4

Number of theCompany’s shares
ownedJoined the Company
General Manager of Group Planning
Department (currently Group Management &Nobuyuki Tako
Business Solution Department)
December 4, 1965 (Age: 58)
May 2008
Director
May 2014
Managing Director
Reelection
May 2017
Senior Managing Director
Male
14,918 shares
May 2020
Vice President
May 2021
Director and Executive Vice President, Member
Attendance to the Board ofof the Board (current position)
Directors meeting:[Responsibility
inthe Company and significant concurrent
10 of 11 (91%)
positions outside the Company]
Head of Corporate Management Group
Director of Subaru Enterprise Co., Ltd.
[Reasons for nomination as candidate for Director]
Mr. Tako has long been engaged in the operation of the Human Resources and Corporate Planning Departments since
he joined the Company. He possesses rich experience and expertise and now serves as Head of Corporate Management
Group, which is the person responsible for the overall Corporate Management Department, playing the role in the
management of the Company. Given his achievements and insight throughout his career, the Company proposes his
reelection as Director of the Company.
Apr. 1989
Joined the Company
Apr.
2006
General Manager of Production & Acquisitions
Minami Ichikawa
Department, Motion Picture Group
July 22, 1966 (Age: 57)
May 2011
Director
May 2017
Managing Director
Reelection
Male
9,332 shares
May 2021
Director and Managing Executive Officer,
Member of the Board
Attendance to the Board of
May 2022
Director and Senior Managing Executive
Directors meeting:
Officer, Member of the Board (current position)
11 of 11 (100%)[Position in the Company]
Head of Motion Picture Group, Entertainment Unit
[Reasons for nomination as candidate for Director]
Mr. Ichikawa has long been engaged in the operation of the departments in the Motion Picture Group since he joined
the Company. He possesses rich experience and expertise with respect to the business of motion pictures and iscurrently exercising great leadership in the management of the Company as Head of Motion Picture Group. Given hisachievements and insight throughout his career, the Company proposes his reelection as Director of the Company.

-6-

Candidate
No.

Name (Date of birth)

Career summary and position in the Company
June 2000
June 2002
June 2003

5(Notes)

1.
2.
3.

4.
5.

6.

Number of theCompany’s shares
owned

Director of Hankyu Corporation
Managing Director of Hankyu Corporation
President and Representative Director ofHankyu Corporation(The trade name of Hankyu Corporation waschanged to Hankyu Holdings, Inc. in April
2005 and then to Hankyu Hanshin Holdings,
Inc. in October 2006.)
Apr. 2005
President and Representative Director ofHankyu Corporation (new company)
Kazuo Sumi
May
2009
Outside Director of the Company
April 19, 1949 (Age: 75)
Mar. 2014
Chairman and Representative Director ofHankyu Corporation
Reelection
May
2016
Outside Director (Audit & SupervisoryMale
16,900 shares
Committee Member) of the Company
Attendance to the Board ofJune 2017
Chairman and Representative Director, Group
Directors meeting:
CEO of Hankyu Hanshin Holdings, Inc.
9 of 11 (82%)(current position)
May 2018
Outside Director of the Company
May 2019
Director (current position)
Apr. 2023
Chairman of Hankyu Corporation (current
position)[Significant concurrent positions outside the Company]
Chairman and Representative Director, Group CEO of Hankyu
Hanshin Holdings, Inc.
Director of H2O Retailing Corporation
Outside Director of ASICS Corporation[Reasons for nomination as candidate for Director]
Mr. Sumi is a management expert who has long been engaged in corporate management and can be expected to givevaluable advice and guidance for overall management and check from an objective viewpoint, based on his richexperience and excellent insight. Therefore, the Company judges that he is well suited for Director of the Company andit proposes his reelection.
There is no special interest between any of the candidates and the Company.
All the candidates have agreed to assume the position of Director on the condition that this proposal is approved.
The position, responsibility in the Company and significant concurrent positions outside the Company of the candidates
indicated above are as of the date of publication of this Notice of the Annual General Meeting of Shareholders (May 2,2024).
The ages of the candidates are as of the date of publication of this Notice of the Annual General Meeting of Shareholders(May 2, 2024).
The Company has entered into an agreement with Kazuo Sumi to limit his liability for damages under Article 423,
paragraph (1) of the Companies Act, in which his liability amount is specified to be the sum total of the amount calculated
by multiplying the amount calculated by the method prescribed by Article 113 of the Regulations for Enforcement of theCompanies Act (which is the amount of property benefits that he receives from the Company as remuneration for
performance of duties during his tenure of office) by 2 and the amount calculated by the method prescribed by Article 114of the Regulations for Enforcement of the Companies Act (which is the amount equivalent to the amount of the property
benefits regarding share acquisition rights of the Company, in cases where such share acquisition rights are received under
especially favorable conditions). If his reelection is approved, the Company plans to continue to assign him as anonexecutive director, and the Company will renew the aforementioned limited liability agreement with him so that hecan fulfill his expected role.
The Company has concluded a Directors and Officers insurance contract with an insurance company as stipulated in
Article 430-3, paragraph (1) of the Companies Act to cover Directors, Executive Officers, and Audit & Supervisory
Committee Members of the Company and its subsidiaries as the insured parties. This contract covers any compensation
for damages under the law and lawsuit expenses incurred by the insured parties. In the event that each of the candidates
takes office of Director, we plan to cover them with the insurance. The Company plans to renew this insurance contract
with the same details during their term in office.

-7-

Proposal No. 3

Election of Three Directors Who Are Audit & Supervisory Committee Members

The term of office of Directors who are Audit & Supervisory Committee Members, Eiichi Ogata, Takashi Kobayashi
and Satoshi Ando, will expire at the conclusion of this meeting. Following this, Takashi Kobayashi will retire fromthe position. Therefore, the Company proposes the election of three Directors who are Audit & Supervisory
Committee Members, including one new candidate.
Please note that the consent of the Audit & Supervisory Committee has been obtained for this proposal.
The candidates for Director who are Audit & Supervisory Committee Members are as follows.
Candidate
No.

Attributes ofthecandidates

1

ReelectionMale

2

Reelection
OutsideSatoshi Ando
IndependentMale

3

New election
OutsideIzumi Okoshi
Independent
FemaleName

Eiichi Ogata

Position in the Company and significant concurrent
positions outside the Company
Director (Full-time Audit & Supervisory Committee
Member)Chairperson of the Audit & Supervisory Committee
Outside Director (Audit & Supervisory Committee
Member)Attorney at law
Outside Director of ISHIHARA SANGYO KAISHA,LTD.
Executive Officer of CHANGE Holdings, Inc.

-8-

Attendance /Number of
Board ofDirectors
meetings held
11 of 11

11 of 11- of -

Candidate
No.

Name (Date of birth)
Eiichi Ogata
December 8, 1964 (Age: 59)
Reelection
Male

Career summary and position in the Company
Apr. 1987
Apr. 2005
Oct. 2008
June 2012

Joined the Company
Chief Manager of Finance Department
General Manager of Internal Control Audit
Department
General Manager of General Affairs
Department
President of TOHO Eizo Bijutsu Co., Ltd.
Director of the Company (Full-time Audit &Supervisory Committee Member) (current
position)

Number of theCompany’s shares
owned

Attendance to the Board of
1,200 shares
June 2017
Directors meeting:May 2022
11 of 11 (100%)
Attendance to the Audit &1
Supervisory Committee
meeting:
12 of 12 (100%)[Reasons for nomination as candidate for Director]
Since joining the Company, Mr. Ogata has been involved in corporate affairs as Chief Manager of the Finance
Department, General Manager of the Internal Control Audit Department, and General Manager of the General Affairs
Department. Subsequently, he has been playing the role in corporate management as President of TOHO Eizo Bijutsu
Co., Ltd., a company of the TOHO Group, and currently serving as Chairperson of the Audit & Supervisory Committee.
The Company judges that, with his achievements and insight throughout his career, he is well suited for Director who is
Audit & Supervisory Committee Member. Therefore, the Company proposes his reelection as Director of the Company.
Number of the
Career summary, position in the Company and significant
Candidate
Name (Date of birth)Company’s sharesconcurrent positions outside the Company
No.
owned
Satoshi Ando
Oct. 2001
Registered as an attorney at law (Dai-Ichi
April 27, 1974 (Age: 50)
Tokyo Bar Association) (current position)
Oct. 2001
Joined Onishi Shoichiro Law Office (current
Reelection
position)
OutsideMay 2016
Outside Director (Audit & Supervisory
Independent
Committee Member) of the Company (current
Maleposition)0 shares
June 2020
Outside Director of ISHIHARA SANGYO
Attendance to the Board of
KAISHA, LTD. (current position)
Directors meeting:
11 of 11 (100%)
Attendance to the Audit &Supervisory Committee
2
meeting:
12 of 12 (100%)[Reasons for nomination as candidate for outside Director and overview of expected role]
Mr. Ando has a wealth of achievements and a wide range of insight cultivated through his career as an attorney at law
familiar with the industry to which the TOHO Group belongs. The Company judges that he is suited for the position
based on his past achievements as an outside Director providing objective and appropriate advice andrecommendations, particularly regarding corporate governance and corporate legal affairs. The Company expects him tocontinue to supervise and provide advice regarding the Directors’ execution of duties from his professional perspective
as an attorney at law. In the event that he is elected, he will serve as the Chairperson of the Governance Committee andwill be involved in an objective and neutral manner in the selection of the Company’s candidates for officers and thedetermination of such matters as officer compensation. He has never in the past been involved in the management of acompany except as an outside officer. However, the Company judges he will appropriately fulfill his duties as an
outside Director who is an Audit & Supervisory Committee Member based on the above reasons.

-9-Number of the
Career summary and significant concurrent positions outside theCompany’s sharesCompany
owned
Oct. 1989
Joined Social Engineering Research Institute,
Izumi Okoshi
Inc.
April 29, 1964 (Age: 60)
May 1995
Joined Warner Lambert
Jan. 1998
Joined DENTSU INC.
New election
0 shares
Mar. 2020
Director (Member of the Audit and Supervisory
OutsideCommittee) of Dentsu Group Inc.
Independent
Apr. 2024
Executive Officer of CHANGE Holdings, Inc.
Female(current position)
3[Reasons for nomination as candidate for outside Director and overview of expected role]
Ms. Okoshi joined DENTSU INC. after working for a private think tank and a foreign-affiliated manufacturer. She
possesses rich experience in promoting business transformation and has a wide range of insight with respect to global
corporate management and business operations. The Company expects that she will contribute to the Company’ssustainable growth and enhancement of corporate value toward the realization of “TOHO VISION 2032 TOHO GroupManagement Strategy.” Therefore, the Company proposes her election as an outside Director who is an Audit &Supervisory Committee Member of the Company. In the event that she is elected, she will serve as a member of theGovernance Committee and will be involved in an objective and neutral manner in the selection of the Company’s
candidates for officers and the determination of such matters as officer compensation.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. All the candidates have agreed to assume the position of Director on the condition that this proposal is approved.
3. The position in the Company and significant concurrent positions outside the Company of the candidates indicated above
are as of the date of publication of this Notice of the Annual General Meeting of Shareholders (May 2, 2024).
4. The ages of the candidates are as of the date of publication of this Notice of the Annual General Meeting of Shareholders(May 2, 2024).
5. Satoshi Ando is a candidate for outside Director, and at the conclusion of this meeting, his tenure as an outside Director
who is an Audit & Supervisory Committee Member of the Company will have been eight years.
6. Izumi Okoshi is a new candidate for outside Director.
7. The Company has submitted notification to Tokyo Stock Exchange and Fukuoka Stock Exchange that Satoshi Ando has
been appointed as an independent officer as provided for by the aforementioned exchanges. If this proposal is approved,
the Company plans for his appointment as an independent officer to continue. As for the independence criteria for outside
Directors of the Company, please refer to the Reference Documents for General Meeting of Shareholders (page 14 of thisnotice).
8. If the proposal to appoint Izumi Okoshi as outside Director is approved, the Company plans to submit notification to
Tokyo Stock Exchange and Fukuoka Stock Exchange concerning her appointment as an independent officer as provided
for by the aforementioned exchanges. As for the independence criteria for outside Directors of the Company, please referto the Reference Documents for General Meeting of Shareholders (page 14 of this notice).
9. The Company has entered into agreements with Eiichi Ogata and Satoshi Ando to limit their liability for damages under
Article 423, paragraph (1) of the Companies Act, in which their liability amount is specified to be the sum total of theamount calculated by multiplying the amount calculated by the method prescribed by Article 113 of the Regulations for
Enforcement of the Companies Act (which is the amount of property benefits that each of them receives from the Company
as remuneration for performance of duties during their tenure of office) by 2 and the amount calculated by the method
prescribed by Article 114 of the Regulations for Enforcement of the Companies Act (which is the amount equivalent tothe amount of the property benefits regarding share acquisition rights of the Company, in cases where such shareacquisition rights are received under especially favorable conditions). If their reelection is approved, the Company plansto renew the aforementioned limited liability agreements with them.
10. If the proposal to appoint Izumi Okoshi as Director is approved, the Company plans to enter into an agreement with her
to limit her liability for damages under Article 423, paragraph (1) of the Companies Act, in which her liability amount is
specified to be the sum total of the amount calculated by multiplying the amount calculated by the method prescribed by
Article 113 of the Regulations for Enforcement of the Companies Act (which is the amount of property benefits that she
receives from the Company as remuneration for performance of duties during her tenure of office) by 2 and the amountcalculated by the method prescribed by Article 114 of the Regulations for Enforcement of the Companies Act (which isthe amount equivalent to the amount of the property benefits regarding share acquisition rights of the Company, in cases
where such share acquisition rights are received under especially favorable conditions).
11. Although the Company has made payments of attorney fees to Onishi Shoichiro Law Office, to which Satoshi Ando, acandidate for Director who is Audit & Supervisory Committee Member, belongs, the amount of such fees regularly madewas less than ¥5 million annually. Accordingly, we have concluded that this candidate is sufficiently independent from the
management of the Company.
Candidate
No.

Name (Date of birth)- 10 -

12. The Company has no business relationship with CHANGE Holdings, Inc., to which Izumi Okoshi, the candidate for
Director who is Audit & Supervisory Committee Member, belongs. We have concluded that this candidate is sufficiently
independent from the management of the Company.
13. The Company has concluded a Directors and Officers insurance contract with an insurance company as stipulated in
Article 430-3, paragraph (1) of the Companies Act to cover Directors, Executive Officers, and Audit & Supervisory
Committee Members of the Company and its subsidiaries as the insured parties. This contract covers any compensation
for damages under the law and lawsuit expenses incurred by the insured parties. In the event that each of the candidates
takes office of Director, we plan to cover them with the insurance. The Company plans to renew this insurance contract
with the same details during their term in office.
14. In February 2023, when Izumi Okoshi, the candidate for Director who is an Audit & Supervisory Committee Member,
was serving as Director (Member of the Audit and Supervisory Committee) of Dentsu Group Inc., one employee of a
subsidiary of the company was charged by the Japan Fair Trade Commission and indicted by the Tokyo District Public
Prosecutors Office for an alleged violation of the Antimonopoly Act in connection to the bidding for the test events of the
Olympic and Paralympic Games Tokyo 2020. In addition, Dentsu Group Inc. was indicted as a corporation under theprovisions for dual criminal liability of the Act. Although she was not aware of such conduct in advance, she appropriately
monitored and supervised the execution of business operations from the viewpoint of compliance with laws andregulations, etc. on a daily basis at meetings of the Board of Directors and Audit and Supervisory Committee. After theincident was discovered, she focused on overseeing the appropriateness and adequacy of the internal investigation, theestablishment of a third-party investigation committee, and other matters, as well as on reforming and fostering thecorporate culture, organizational culture, and corporate atmosphere on a global level as important issues.
15. Izumi Okoshi, the candidate for Director who is Audit & Supervisory Committee Member, is scheduled to be appointed
as Outside Director of Fuji Nihon Seito Corporation upon approval at the Annual General Meeting of Shareholders of Fuji
Nihon Seito Corporation to be held on June 25, 2024.

- 11 -

Proposal No. 4

Election of One Substitute Director Who Is an Audit & Supervisory Committee Member

The Company proposes the election of one substitute Director who is an Audit & Supervisory Committee Member
to be ready to fill a vacant position should the number of Directors who are Audit & Supervisory Committee Members
fall below the number required by laws and regulations.
As for the validity of the election of substitute Director who is an Audit & Supervisory Committee Member, theelection can be nullified by resolution of the Board of Directors upon receiving the consent of the Audit &Supervisory Committee; provided, however, that it is only in a time before assuming office. In addition, the consent
of the Audit & Supervisory Committee has been obtained for this proposal.
The candidate for substitute Director who is an Audit & Supervisory Committee Member is as follows.
Name (Date of birth)
Taizo Ota
February 15, 1973 (Age: 51)

Career summary
Apr. 1999

Registered as an attorney at law (Daini Tokyo Bar
Association) (current position)
Joined Marunouchi Sogo Law Office (current position)

Number of theCompany’s shares
owned

Apr. 1999
0 shares
OutsideIndependent
Male[Reasons for nomination as candidate for substitute outside Director and overview of expected role]
Mr. Ota can be expected to give opinions from a fair stance, based on his specialized knowledge and experience as an attorney atlaw. Therefore, the Company judges that he is well suited for outside Director who is an Audit & Supervisory Committee Member
and it proposes his election as substitute Director who is an Audit & Supervisory Committee Member. He has never in the past been
involved in the management of a company except as an outside officer. However, the Company judges he will appropriately fulfill
his duties as an outside Director who is an Audit & Supervisory Committee Member based on the above reasons.
(Notes) 1. There is no special interest between Taizo Ota and the Company.
2. Mr. Ota has agreed to assume the position of substitute Director who is an Audit & Supervisory Committee Member on
the condition that this proposal is approved.
3. His career summary is as of the date of publication of this Notice of the Annual General Meeting of Shareholders (May 2,2024).
4. His age is as of the date of publication of this Notice of the Annual General Meeting of Shareholders (May 2, 2024).
5. He is a candidate for substitute outside Director who is an Audit & Supervisory Committee Member.
6. If he assumes the office of outside Director who is an Audit & Supervisory Committee Member, the Company plans tosubmit notification to Tokyo Stock Exchange and Fukuoka Stock Exchange concerning his appointment as an independent
officer as provided for by the aforementioned exchanges. As for the independence criteria for outside Directors of theCompany, please refer to the Reference Documents for General Meeting of Shareholders (page 14 of this notice).
7. If he assumes the office of outside Director who is an Audit & Supervisory Committee Member, the Company plans toenter into an agreement with him to limit his liability for damages under Article 423, paragraph (1) of the Companies Act,in which his liability amount is specified to be the sum total of the amount calculated by multiplying the amount calculatedby the method prescribed by Article 113 of the Regulations for Enforcement of the Companies Act (which is the amountof property benefits that he receives from the Company as remuneration for performance of duties during his tenure of
office) by 2 and the amount calculated by the method prescribed by Article 114 of the Regulations for Enforcement of theCompanies Act (which is the amount equivalent to the amount of the property benefits regarding share acquisition rightsof the Company, in cases where such share acquisition rights are received under especially favorable conditions).
8. The Company has concluded a Directors and Officers insurance contract with an insurance company as stipulated in
Article 430-3, paragraph (1) of the Companies Act to cover Directors, Executive Officers, and Audit & Supervisory
Committee Members of the Company and its subsidiaries as the insured parties. This contract covers any compensation
for damages under the law and lawsuit expenses incurred by the insured parties. In the event that he takes office of outside
Director who is an Audit & Supervisory Committee Member, we plan to cover him with the insurance. The Company
plans to renew this insurance contract with the same details during his term in office.
9. The Company has made no payment of attorney fees to Marunouchi Sogo Law Office, to which Taizo Ota, a candidate
for substitute Director who is an Audit & Supervisory Committee Member, belongs. Accordingly, we have concluded that
this candidate is sufficiently independent from the management of the Company.

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<<Reference>>
Directors’ expertise & experience (skills matrix)
We have identified the expertise and experience needed by the Board of Directors to exercise its decision-making
and business oversight functions toward the realization of our long-term vision TOHO VISION 2032 TOHO GroupManagement Strategy.
The composition of the Board of Directors and the expertise and experience of each Director, if Proposals No. 2 and3 are approved as originally proposed at this Annual General Meeting of Shareholders, are as follows.

Name

Yoshishige

Audit &
Supervisory
Business
executive Committee
MemberExpertise & experience
IndepenCorporate Planning
dent&
manageoutside
marketing
ment

★

〇

〇

★

〇

〇

Nobuyuki Tako★

〇

Minami Ichikawa★

〇

Shimatani
Hiroyasu
MatsuokaKazuo Sumi
Eiichi Ogata

GlobalIT &Digital

Legal
Human
affairs &resource &risksustainmanageability
ment
〇

〇

〇

〇
〇

〇

〇

〇

Satoshi Ando★

★

Masako Orii

★

★

〇
〇

〇

〇

〇

〇
★

Finance &accounting
Businessmanagement

〇

〇

★
★
〇
〇
〇
Izumi Okoshi(Note) The above skills matrix does not represent all the knowledge and experience possessed by each person.

- 13 -〇

Independence Criteria for Outside Directors
The Company judges that an outside Director who falls under any of the following items 1. to 6. is not independentof the Company.
1. An entity where the TOHO Group is a major business partner (Note 1) or a business executive thereof
2. A major business partner with the TOHO Group (Note 2) or a business executive thereof
3. A consultant, accounting expert, or legal expert who receives a considerable amount of cash or other assets fromthe TOHO Group (Note 3) other than compensation received from the Company as an officer (or a person who
belongs to an incorporated entity or other organization that receives such assets)
4. A person who is a major shareholder of the Company (Note 4) (or a business executive of an incorporated entitythat is such a shareholder)
5. A person who fell under any of the above items 1. to 4. in the most recent three fiscal years
6. A person who is a relative within the second degree of kinship to a person who falls under any of the above items
1. to 5. or a business executive of the TOHO Group(Note 1)

(Note 2)
(Note 3)(Note 4)“An entity where the TOHO Group is a major business partner” refers to an entity that has a business relationship with the
TOHO Group and receives payment from the TOHO Group that exceeds 2% of consolidated sales of the entity per year basedon such relationship.
“A major business partner with the TOHO Group” refers to an entity that has a business relationship with the TOHO Groupand whose annual payment to the TOHO Group based on such relationship exceeds 2% of consolidated sales of the Company.
“Considerable amount of cash or other assets” refers to the case in which regular remuneration exceeds ¥10,000,000 per year.
“A major shareholder” refers to an entity who owns at least 10% of the total of voting rights of the Company directly or
indirectly.

- 14 -