July 25, 2024
To whom it may concern:
Company NameCorporate
RepresentativeContact:

TOHO HOLDINGS CO., LTD.
Hiromi Edahiro, Representative Director,
CEO and CFO(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 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”) asdescribed below.
1. Outline of Disposal(1) Disposal dateAugust 23, 2024

(2) Class and number of shares tobe disposed

Common Stock of the Company 10,500 shares(3) Disposal value

4,458 yen per share(4) Total disposal value

46,809,000 yen(5) Acquirers of disposed sharesand number of such acquirers,
and number of shares to bedisposed

The Company’s Directors (excluding those who are Audit andSupervisory Committee Members): 6 persons, 9,500 shares
The Company’s Corporate Officers: 2 persons, 1,000 shares

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 further promote value-sharing
with shareholders. Moreover at the 69th Annual General Meeting of Shareholders held on June 29, 2017, it wasapproved 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 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 suchshares are allotted. Furthermore, at the 76th Annual General Meeting of Shareholders held on June 27, 2024, theCompany received approval to revise the transfer restriction period for restricted stocks to a period from the day ofallotment of stock to the day of resignation or retirement, etc., from any of the positions of the officers and employeesof the Company and its subsidiaries which are predetermined by the Company's Board of Directors,” (However, if thedate 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 of Directors may adjust the end of the period for restrictionof transfer to a reasonable extent.), with the aim of further enhancing incentive to achieve to the sustainable1enhancement of the corporate value of the Company throughout the term of office of Eligible Directors and realizing
value-sharing with shareholders for as long as possible.
An outline of the revised Plan and other relevant details are shown below.
【Outline of the revised Plan】
The Eligible Directors shall deliver, in accordance with the revised Plan, all monetary compensation receivables tobe provided 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 25,000 shares per year (out of this shares, the shares to Outside Directors shall be no more than 3,000
shares per year; provided, however, that the amount shall not include amount of employee salaries payable to Directors
who are also employees), and the amount to be paid per share shall be the closing price of the Company’s commonstock at the Prime Market of Tokyo Stock Exchange on the business day immediately preceding the date of eachresolution 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 46,809,000 yen as the monetary compensation
receivables, and 10,500 common stocks for 6 Eligible Directors and 2 Corporate Officers in order to appoint capable
personnel as directors and employees as well as to boost motivation of the Eligible Directors and CorporateOfficers(collectively, the “Eligible Directors, etc.”), after considering the purpose of the revised 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, 8 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 revised 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 revised Plan to provide an incentive
to sustainably increase the Company’s corporate value and to further promote shared values with shareholders, theCompany has decided the revised transfer restriction period to be a period from the day of allotment of stock to the dayof resignation or retirement, etc., from any of the positions of the officers and employees of the Company and its
subsidiaries which are predetermined by the Company's Board of Directors (However, if the date of resignation orretirement, etc. is prior to the day on which three months have passed in the business year that includes the date ofallotment of restricted stocks, the Board of Directors may adjust the end of the period for restriction of transfer to areasonable extent.)
3. Outline of the Allotment Agreement(1) Revised Transfer Restriction Period: The period from the day of allotment of stock to the day of resignation
or retirement, etc., from any of the positions of the officers and employees of the Company and its subsidiaries
which are predetermined by the Company's Board of Directors or July 1, 2025, whichever is later.
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.
(2) Lifting of Transfer Restriction
Notwithstanding the provision of (1) above, the Company shall lift the transfer restriction of all of the AllottedStock held by an Eligible Directors, etc. upon the expiration of the revised transfer restriction period, provided thatthe Eligible Directors, etc. has continuously held any position of the officers and employees of the Company and2

its subsidiaries which are predetermined by the Company’s Board of Directors during the revised transfer
restriction period.
However, if said Eligible Directors, etc. resigns or retires the position of the officers and employees of theCompany and its subsidiaries which are predetermined by the Company’s Board of Directors before the expirationof the revised transfer restriction period due to the expiration of the term of his/her office, death, or any otherreason deemed justifiable, the Company shall adjust the number of Allotted Stock for which the transfer restriction
is to be lifted and the timing of such lifting by the following method.
(i) Timing of lifting transfer restrictions
In the event that an Eligible Directors, etc. resigns or retires the position of the officers and employees of theCompany and its subsidiaries which are predetermined by the Company’s Board of Directors during the revisedtransfer 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 restriction shall be lifted at the time
immediately after the resignation or retirement. In the case of resignation or retirement by death, the transferrestriction will be lifted at a time decided separately by the Board of Directors after the death.
(ii) Number of Allotted Stocks which 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 therevised transfer restriction period (expressed in months) is divided by 12 (If the number is 1 or greater, it will beset to 1.) by the number of Allotted Stocks held at the time of resignation or retirement prescribed in (1) above(provided, however, fractional shares less than one unit will be rounded down).
(3) Acquisition without contribution
Upon the expiration of the revised 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 (2) above.
(4) 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 revised transfer restriction period, the relevant transfer restrictions will be lifted, basedon the resolution of the Board of Directors, upon the time immediately before the preceding business day of theeffective date of the reorganization, etc. on the number of shares calculated by multiplying the number resulting
when the number of months from the starting month of the revised transfer restriction period through the monthincluding the date of the relevant approval is divided by 12 (If the number is 1 or greater, it will be set to 1.) by thenumber of the Allotted Stocks held at that time (provided, however, fractional shares less than one unit will berounded down). In such a case, the Company shall, by rights, acquire without contribution, the Allotted Stock onwhich the transfer restriction has not been lifted upon the business day immediately preceding the effective date of
the reorganization, etc., in accordance with the aforementioned provision.
(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 revised transfer restriction period. The Company has entered into an agreement with Nomura
3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 Eligible Directors, etc. have agreed to the details of the management of the accounts.
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 2025 of the Eligible Companies
pursuant to the revised Plan, as property contributed in kind. To eliminate any arbitrariness in the disposal value, theclosing price for common stock of the Company on July 24, 2024 (the business day immediately preceding the date ofresolution by the Board of Directors) on the Prime Market of Tokyo Stock Exchange of 4,458 yen is used as thedisposal 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 withoutcontribution(2) Lifting of transfer
restrictions

Treasury Stock account(Under name of TOHOHOLDINGS)(Under names of each
Eligible Directors, etc.)

General accounts(1) Open each RS
dedicated accountNo withdrawal(2) Withdrawal
possibleEligible Directors, etc.

TOHO HOLDINGS(1) Request managementof dedicated RS accounts

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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