To whom it may concern:

August 6, 2024
Company Name:
Corporate
Representative:
Contact:

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

Notice Regarding Establishment of "Governance Enhancement Special Committee"
TOHO HOLDINGS CO., LTD. is pleased to announce that, at Board of Directors meeting held today, it was decided toestablish the Governance Enhancement Special Committee as an advisory committee to the Board of Directors as follows.
【Objectives of Governance Enhancement Special Committee】
Under the corporate slogan, "Total commitment to good health," the Group pursues its mission to contribute to society andhealthcare through the stable supply of pharmaceuticals. We will strive to become a corporate group relied upon andcontinuously supported by all stakeholders including people who wish to be healthy, customers, local communities,
shareholders and employees. The Group has placed the highest priority on compliance with relevant laws and regulations andrisk management, after TOHO PHARMACEUTICAL CO., LTD. and Kyushu Toho Co., Ltd. received cease and desist orders,etc. for violation of Article 3 of the Antimonopoly Act. We have decided to establish the Governance Enhancement Special
Committee (hereinafter referred to as the "Committee") as an advisory committee to the Board of Directors to further
strengthen the Group's governance, including compliance and risk management. The Committee will consist of members
independent of the Company to verify the internal control organization and provide advice and recommendations on
governance from an objective and professional standpoint. The Group intends to further strengthen its governance structure
based on the advice and recommendations of the Committee.
【Members】
In light of the purpose of its establishment, the Committee shall be composed of the following outside members with expertisein law, finance, corporate management, etc.
Committee
chairperson

Yasuyuki Takai(Lawyer)

April 1972: Appointed as a prosecutor. Worked in the Special Investigation Departmentof the Tokyo District Public Prosecutors Office, etc.
Since April 1990, served as Director of the Criminal Affairs Department, Fukuoka
District Public Prosecutors Office; Deputy Director of the Criminal Affairs Department,Tokyo District Public Prosecutors Office; Director of the Special Criminal Affairs
Department, Yokohama District Public Prosecutors Office; and other positions.
June 1997: Retired from the Criminal Affairs Department, Tokyo High Public
Prosecutors Office after serving as a prosecutor of the department.
September 1997: Registered as a lawyer
During his time at the Gifu District Public Prosecutors Office, he was in charge ofprosecuting over the scandal involving the Gifu prefectural government, and during histime at the Special Investigation Department, he was in charge of prosecuting over theRecruit Cosmos shares-for-influence scandal, etc. He established a victim notification
system when he served as the Director of the Criminal Affairs Department, Fukuoka
District Public Prosecutors Office. Since being registered as a lawyer, he has mainly
handled business related to corporate compliance and crisis management, as well as
criminal cases associated with corporate business activities. At the same time, as a public
interest activity, he served as a member of a government study group for enhancing
investigation and interrogation methods.

1Member

Hidehito Kotani

April 1994: Joined Pfizer, Inc. (USA), Connecticut State World Central Research Institute
January 1998: Joined Banyu Pharmaceutical Co., Ltd. (current MSD K.K.)
July 2009: Corporate Officer in charge of Corporate Services and General Manager of
the President's Office of Banyu Pharmaceutical Co., Ltd.
March 2012: Vice President, Corporate Officer, General Manager of Sales Division,
General Manager of President's Office of MSD K.K.
March 2012: Vice President of Merck & Co., Inc. (USA)
September 2015: Representative Director and President, CEO and CTO of Panasonic
Healthcare Holdings Corporation (current PHC Holdings Corporation)
September 2019: Representative of Frederick Research GK (to present)
February 2022: Representative Director of Novocure Corporation (to present)
June 2022: Outside Director (Audit and Supervisory Committee Member) of theCompany (to present)

MemberChie Goto(Lawyer andCertified PublicAccountant)April 1984: Joined Société World Corporation.
April 1988: Joined Tokyo Student Career Information Center Co.
September 1994: Joined Yamada & Partners Accounting Office
October 2006: Registered as a lawyer and joined Sakura Kyodo Law Office Registeredas a Certified Public Accountant
January 2011: Partner, Sakura Kyodo Law Office (to present)
September 2021: Corporate Auditor (outside) of AVANT CORPORATION (current
AVANT GROUP CORPORATION)
September 2022: Audit and Supervisory Committee Member (Outside Director) ofAVANT GROUP CORPORATION (to present)
June 2024: Outside Director (Audit and Supervisory Committee Member) of theCompany (to present)

Secretariat: Legal Department and Corporate Planning Department, Corporate Strategy Division of TOHO HOLDINGSCO.,LTD.

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