News Release Dated May 23, 2018
Company: AOKI Holdings Inc.
Representative: Akihiro Aoki, President
Stock code: 8214, TSE First Section
Contact: Haruo Tamura, Executive Vice President
Tel: +81-45-941-1388

Notice Regarding Termination of Directors’ Retirement Benefits andIntroduction of Restricted Stock Compensation Plan
AOKI Holdings Inc. hereby serves notice that at a meeting held on May 23, 2018 the Board of Directors
reviewed the directors’ compensation plan and approved a resolution to submit a proposal to the 42nd
Annual General Meeting of Shareholders scheduled for June 27, 2018 for the termination of directors’
retirement benefits and introduction of a restricted stock compensation plan.
1. Termination of directors’ retirement benefits
As part of measures to revise compensation for directors, the current retirement benefits for directors willend at the close of the shareholders meeting scheduled for June 27, 2018. To provide compensation forindividuals who remain directors after this shareholders meeting, AOKI Holdings plans to give these
individuals retirement benefit termination payments once they are no longer directors in accordance with
the Company’s standards. A resolution concerning these retirement benefit termination payments will besubmitted at the June 27, 2018 shareholders meeting.
2. Reason for introduction of the new compensation plan
There are two reasons for the establishment of a restricted stock compensation plan. First, the ownership ofAOKI Holdings stock will give directors a greater incentive to contribute to the sustained growth ofcorporate value. Second, holding this stock will further align the interests of directors (except externaldirectors) with the interests of shareholders.
3. Summary of the restricted stock compensation plan
(1) Amount of compensation and number of shares
Eligible directors (all directors other than external directors) will receive a monetary remuneration claim
for the allocation of restricted stock. These directors can then use these claims as a payment to receive
AOKI Holdings stock that is newly issued or disposed of. At the 32nd Annual General Meeting ofShareholders held on June 20, 2008, shareholders approved a resolution to limit total annual compensation
for directors to 450 million yen (not including salaries paid to directors who are also employees). AOKIHoldings plans to ask shareholders for approval of additional annual compensation for directors of up to150 million yen for the purpose of distributing this restricted stock. The Board of Directors will determine
when this compensation is paid and how much each director receives.
The maximum number of shares of AOKI Holdings common stock that is issued or disposed of for the
restricted stock compensation plan is 200,000. If there is a common stock split (including a gratis
allocation of stock without consideration) or a stock consolidation after the approval of this compensation
plan, the maximum number of shares will be adjusted within a reasonable range as needed in order toreflect the split or consolidation ratio and other factors. The amount to be paid per share is the closing
price of AOKI Holdings common stock on the Tokyo Stock Exchange on the business day prior to date of
the corresponding resolution of the Board of Directors. If AOKI Holdings stock was not traded on that day,the closing price on the nearest prior trading day will be used instead.

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(2) Contract for allocation of restricted stock
AOKI Holdings and eligible directors will sign a contract with restrictions on the transfer of ownership ofAOKI Holdings common stock issued or disposed of through the restricted stock compensation plan. The
contract will have the following major terms.
1) Eligible directors are prohibited from selling stock that was allocated, pledging this stock as collateral,or disposing of the stock in any other way during the mandatory holding period.
2) In certain circumstances, AOKI Holdings can acquire with no payment stock that was allocated.
During the mandatory holding period, restricted stock held by eligible directors is to be placed in an
account established specifically for this purpose at Nomura Securities Co., Ltd. The use of this accountwill ensure that eligible directors do not sell, pledge as collateral or dispose in any other way the AOKI
Holdings common stock received through the restricted stock compensation plan.
Reference
If shareholders approve the restricted stock compensation plan at the 42nd Annual General Meeting of
Shareholders scheduled for June 27, 2018, subsidiaries of AOKI Holdings plan to establish the same
restricted stock compensation plan for their own directors.

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