July 20, 2023
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
Communications and Investor Relations
Division(TEL: 81-3-6838-2803)

Notice Regarding Disposal of Treasury Stock as Restricted Stock Compensation
TOHO HOLDINGS CO., LTD. (hereinafter, the “Company”) hereby announces that its Board of Directors today
resolved to dispose of treasury stock as restricted stock compensation (hereinafter, “Disposal of Treasury Stock”) as
described below.
1. Outline of Disposal(1) Disposal dateAugust 18, 2023

(2) Class and number of shares tobe disposed

Common Stock of the Company 13,000 shares(3) Disposal value

2,739 yen per share(4) Total disposal value

35,607,000 yen(5) Acquirers of disposed sharesand number of such acquirers,
and number of shares to bedisposed(6) Other

The Company’s Directors (excluding those who are Audit andSupervisory Committee Members): 6 persons, 11,500 shares
The Company’s Corporate Officers: 3 persons, 1,500 shares
Regarding Disposal of Treasury Stock, the Company has submitted thewritten notice of securities in accordance with the Financial Instruments
and Exchange Act.

2. Purpose and Reasons of Disposal
The Company resolved, at a meeting of its Board of Directors held on May 18, 2017, to introduce a restricted stockcompensation plan (hereinafter, “Plan”) as a new remuneration plan for Directors of the Company (excluding Directors
who are Audit and Supervisory Committee Members; hereinafter, “Eligible Directors”) in order to give even more
incentive to undertake sustainable enhancement of the Company’s corporate value and in order to further promotevalue-sharing with shareholders. Moreover at the 69th Annual General Meeting of Shareholders held on June 29, 2017,it was approved that monetary compensation not exceeding 55 million yen per year (out of this amount, the amount ofcompensation to Outside Directors shall be no more than 5 million yen per year) shall be paid to Eligible Directors asmonetary compensation to serve as the property to be contributed for acquisition of shares with transfer and otherrestrictions (hereinafter, “restricted stock compensation”) pursuant to the Plan and that the transfer restriction period
for restricted stock shall be the period specified by the Board of Directors of the Company, which is a period between
three to five years from the day on which such shares are allotted.
An outline of the Plan and other relevant details are shown below.

1【Outline of the Plan】
The 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 common stock of the Company to beissued or disposed of. The total number of shares of common stock in the Company to be issued or disposed of shallbe no more than 55,000 shares per year, and the amount to be paid per share shall be the closing price of the Company’scommon stock at the Prime Market of Tokyo Stock Exchange on the business day immediately preceding the date ofeach resolution by the Board of Directors of the Company (or the closing price on the transaction day immediately
prior thereto if no transaction is made on such business day).
On this occasion, the Company has decided to grant a total of 35,607,000 yen as the monetary compensation
receivables (the “Monetary Compensation Receivables”), and 13,000 common stocks for 6 Eligible Directors and 3
Corporate Officers in order to appoint capable personnel as directors and employees as well as to boost motivation ofthe Eligible Directors and Corporate Officers(collectively, the “Eligible Directors, Etc.”), after considering thepurpose of the Plan, the contribution to the Company by each Eligible Directors, Etc., the Company’s performance,
the scope of duties of each Eligible Directors, Etc., and other factors.
With the Disposal of Treasury Stock, 9 Eligible Directors, Etc., the planned allottees of shares, shall pay in all
monetary compensation receivables, which are claims against the Company, in the form of property contributed inkind, and shall receive the Disposal of common stock of the Company pursuant to the Plan.
The Monetary Compensation Receivables shall be provided subject to the conclusion of a restricted stock allotment
agreement which includes following (hereinafter, the “Allotment Agreement”) by and between the Company andEligible Directors, Etc. In order to accomplish the purpose of introduction of the Plan to provide an incentive tosustainably increase the Company’s corporate value and to further promote shared values with shareholders, theCompany has decided the transfer restriction period to be three years.
3. Outline of the Allotment Agreement(1) Transfer Restriction Period: August 18, 2023 to August 17, 2026
The Eligible Directors, Etc. are prohibited from transferring, creating any security interest on, or otherwise
disposing of the common stock of the Company allotted under the Allotment Agreement (hereinafter, “AllottedStock”) during the transfer restriction period (such restriction is hereinafter referred to as “Transfer Restriction”).
(2) Treatment upon retirement
When an Eligible Directors, Etc. retires or resigns any position of Director or Corporate Officer of theCompany or Director, Auditor, or Corporate Officer of the Subsidiaries before the expiration of the Restricted
Period, the Company shall, by rights, acquire the Allotted Stock without contribution unless his/her retirement orresignation is due to the expiration of the term of his/her office, death, or any other reason deemed justifiable.
(3) Lifting of Transfer Restriction
Notwithstanding the provision of (1) above, the Company shall lift the Transfer Restriction of all of the Allotted
Stock held by an Eligible Directors, Etc. upon the expiration of the transfer restriction period, provided that theEligible Directors, Etc. has continuously held any position as set forth in (2) above during the transfer restriction
period.
However, if said Eligible Directors, Etc. resigns or retires the position as set forth in (2) above before theexpiration of the transfer restriction period due to the expiration of the term of his/her office, death, or any otherreason deemed justifiable as set forth in (2) above, the Company shall adjust the number of Allotted Stock forwhich the Transfer Restriction is to be lifted and the timing of such lifting by the following method.
(i) Timing of lifting transfer restrictions
2In the event that an Eligible Directors, Etc. resigns or retires the position as set forth in (2) above during thetransfer restriction period due to the expiry of term of office, attainment of retirement age, or other justifiablereason (excluding resignation or retirement by death), the transfer restrictions shall be lifted at the time
immediately after the resignation or retirement. In the case of resignation or retirement by death, the transfer
restriction will be lifted at a time decided separately by the Board of Directors after the death.
(ii) Number of Allotted Stocks whose transfer restrictions are lifted
The number of the Allotted Stocks of the Eligible Directors, Etc. whose transfer restrictions are lifted shall becalculated by multiplying the number resulting when the period of office of the Eligible Directors, Etc. in thetransfer restriction period (expressed in months) is divided by 36 by the number of Allotted Stocks held at thetime of resignation or retirement prescribed in (1) above (provided, however, fractional shares less than one unit
will be rounded down).
(4) Acquisition without contribution
Upon the expiration of the Transfer Restriction Period, the Company shall, by rights, acquire without
contribution the Allotted Stock on which the transfer restriction has not been lifted in accordance with theprovision set forth in (3) above.
(5) Management of stock
The Allotted Stock shall be managed in dedicated accounts at Nomura Securities Co., Ltd. opened by each
Eligible Directors, Etc. to ensure it is not possible to transfer, create any security interest on, or otherwise dispose ofthe shares during the transfer restriction period. The Company has entered into an agreement with Nomura Securities
Co., Ltd. concerning management of the accounts of the Allotted Stocks that are held by each Eligible Directors,Etc. to ensure the effectiveness of the transfer restrictions, etc. relating to the Allotted Stock. In addition, the EligibleDirectors, Etc. have agreed to the details of the management of the accounts.
(6) Treatment upon reorganization, etc.
Notwithstanding the provision set forth in (1) above, when a proposal for a merger agreement in which theCompany would be the disappearing company, or a share exchange agreement or share transfer plan in which theCompany would become a wholly-owned subsidiary of another company, or other matters concerning
reorganization, etc., has been approved at a General Meeting of Shareholders of the Company (or by theCompany’s Board of Directors if approval for the said reorganization, etc., at the General Meeting of Shareholders
is not required) during the Transfer Restriction Period, the relevant transfer restrictions will be lifted, based on theresolution of the Board of Directors, upon the time immediately before the preceding business day of the effective
date of the reorganization, etc. on the number of shares calculated by multiplying the number resulting when thenumber of months from the starting month of the transfer restriction period through the month including the dateof the relevant approval is divided by 36 by the number of the Allotted Stocks held at that time (provided,however, fractional shares less than one unit will be rounded down). In such a case, the Company shall, by rights,
acquire without contribution, the Allotted Stock on which the transfer restriction has not been lifted upon thebusiness day immediately preceding the effective date of the reorganization, etc., in accordance with theaforementioned provision.
4. Basis of Calculation and Specific Details of the Payment AmountThe Disposal of Treasury Stock to the planned allottees is carried out by using monetary compensation receivables
provided to them as the restricted stock compensation for the fiscal year ending March 2024 of the Eligible Companies
pursuant to the Plan, as property contributed in kind. To eliminate any arbitrariness in the disposal value, the closing
price for common stock of the Company on July 19, 2023 (the business day immediately preceding the date ofresolution by the Board of Directors) on the Prime Market of Tokyo Stock Exchange of 2,739 yen is used as the3disposal value. This value is deemed to be rational and not to be particularly favorable because it is the market shareprice on the day immediately preceding the date of resolution by the Board of Directors.

(Reference)【Management Flow of Restricted Shares (RS) under the RS System】(2) Notify lifting of transfer
restrictions(3) Notify acquisition
without contribution

Nomura Securities Co., Ltd
Dedicated RS accounts(Under names of each Eligible
Directors, Etc.)(3) Acquisition without
contribution(2) Lifting of transfer
restrictions

Treasury Stock account(Under name of TOHOHOLDINGS)(Under names of eachEligible Directors, Etc.)

4General accounts(1) Open each RS
dedicated accountNo withdrawal(2) Withdrawal
possible

Eligible Directors, Etc.

TOHO HOLDINGS(1) Request dedicated RS
accounts be managed