April 5, 2024
To whom it may concern:
Company NameCorporate
RepresentativeContact:

TOHO HOLDINGS CO., LTD.
Atsushi Udoh, Representative Director, CEO(Prime Market of Tokyo Stock Exchange
Securities Code: 8129)
Makoto Kawamura, Corporate Officer
and General Manager, Corporate
Strategy Division(TEL: 81-3-6838-2803)

Notice regarding Revision of Restricted Stock Compensation PlanTOHO HOLDINGS CO., LTD. (hereinafter, the “Company”) hereby announces that its Board of Directors at ameeting held today resolved to the revision of restricted stock compensation plan (hereinafter, “Plan”) after
reviewing its executive remuneration plan and to submit a proposal related to revision of the Plan to the 76th Annual
General Meeting of Shareholders scheduled to be held on June 27, 2024 (hereinafter, “General Meeting ofShareholders”) as described below.

1. Purpose of and conditions for revision of the Plan
(1) Purpose of revision of the Plan
The Plan was approved as Proposal No. 3 "Determination of compensation for the granting of restricted stocks toDirectors of the Company (excluding those who are Audit and Supervisory Committee Members) " at the 69 Annual
General Meeting of Shareholders held on June 29, 2017, and the Plan has been introduced for aiming to give evenmore incentive for Directors of the Company (excluding Directors who are Audit and Supervisory Committee
Members; hereinafter, “Eligible Directors”) to undertake sustainable enhancement of the Company’s corporate value
and to further promote value-sharing with shareholders.
The Company has recently decided to partially revise the Plan for the purpose of further enhancing incentive toachieve to the sustainable enhancement of the corporate value of the Company throughout the term of office ofEligible Directors and realizing value-sharing with shareholders for as long as possible. The Company plans to seek
the approval of its shareholders for the following partial amendments to the Plan.
(2) Conditions for revision of the Plan
The transfer restriction period for restricted stocks to be granted to Eligible Directors under the Plan has been set
as a period from three to five years as previously determined by the Board of Directors of the Company, but will berevised to a period from the day of allotment of stock to the day of resignation or retirement, etc., from any of thepositions of the officers and employees of the Company and its subsidiaries which are predetermined by theCompany's Board of Directors (However, if the date of resignation or retirement, etc. is prior to the day on which
three months have passed in the business year that includes the date of allotment of restricted stocks, the Board ofDirectors may adjust the end of the period for restriction of transfer to a reasonable extent. hereinafter referred to as
the "revised transfer restriction period".). The revision of such transfer restriction period will be subject to theapproval of shareholders in the General Meeting of Shareholders. In addition, in accordance with the revision of suchtransfer restriction period, necessary amendments will be made to the terms and conditions pertaining to treatment at
the time of resignation, lifting of transfer restriction and acquisition without compensation.
The above revision will apply to restricted stocks to be granted in the future, and will not change the transferrestriction period for restricted stocks that have already been granted.

12．Outline of the revised PlanThe Eligible Directors shall deliver, in accordance with the Plan, all monetary compensation receivables to beprovided in the form of property contributed in kind, and in return, receive the ordinary shares of the Company to beissued or disposed of.
It was approved by the resolution at the 68th Annual General Meeting of Shareholders held on June 29, 2016, thatthe amount of remuneration, etc., to the Company’s Directors (excluding those who are Audit and Supervisory
Committee Members) shall be no more than 700 million yen per year (out of this amount, the amount of remuneration,etc., to Outside Directors shall be no more than 50 million yen per year; provided, however, that the amount shall notinclude amount of employee salaries payable to Directors who are also employees). In addition, at the 69 Annual
General Meeting of Shareholders held on June 29, 2017, the Company received approval to set the amount ofcompensation related to the Plan within the scope of the amount of compensation to be no more than 55 million yen
per year (out of this amount, the amount of compensation to Outside Directors shall be no more than 5 million yen
per year; provided, however, that the amount shall not include amount of employee salaries payable to Directors whoare also employees). The specific timing of the provision and the allocation to each Eligible Director shall be
determined at a meeting of the Board of Directors of the Company.
With this revised Plan, the total number of the ordinary shares of the Company to be issued or disposed of shall be
no more than 25,000 shares per year; provided (out of this shares, the shares to Outside Directors shall be no morethan 3,000 shares per year; provided, however, that the amount shall not include amount of employee salaries payable
to Directors who are also employees), however, that if on or after the date of the resolution of the General Meetingof Shareholders, the Company performs a share split (including an allotment of its ordinary shares withoutcontribution) or a reverse share split of its ordinary shares, or any other reason arises necessitating an adjustment to
the total number of such ordinary shares of the Company as restricted shares, such total number of ordinary sharesshall be adjusted to the extent deemed reasonable. The amount to be paid per ordinary share shall be determined at ameeting of the Board of Directors of the Company based on the closing price of the Company’s ordinary shares at
the Prime Market of Tokyo Stock Exchange on the business day immediately preceding the date of each resolution
by the Board of Directors of the Company (or the closing price on the transaction day immediately prior thereto if notransaction is made on such business day) or any other amount to the extent that the amount will not be particularly
favorable to the Eligible Directors for whom the Company’s ordinary shares are to be issued or disposed of.
In addition, the aforementioned monetary compensation receivables shall be provided subject to the conclusion ofa restricted share allotment agreement between the Company and each Eligible Director which includes: (i) theprohibition of transfer to third parties, pledging as collateral, and any other disposal of the ordinary shares for therevised transfer restriction period and (ii) the ability of the Company to acquire the relevant ordinary shares without
contribution under certain conditions. The relevant ordinary shares will be managed in special-purpose accounts
Eligible Directors opened with Nomura Securities Co., Ltd. to ensure that they cannot be transferred to third parties,
pledged as collateral, or disposed of in any other ways during the revised transfer restriction period.
Same as the Plan before the revision, the restricted stock compensation similar to that provided to Eligible Directors
will be provided to Corporate Officers and employees of Company and to Directors, Corporate Officers, andemployees of Company subsidiaries in addition to Eligible Directors under the revised Plan through a resolution ofthe Board of Directors and the Company will issue or dispose of the ordinary shares.

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.

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