TRANSLATION FOR REFERENCE PURPOSE ONLYThis notice has been translated from the original Japanese text of the timely disclose statement and is forreference purpose only. In the event of any discrepancy between the original Japanese and this translation,
the Japanese text shall prevail.

May 8, 2018
To whom it may concern:
Company Name: Asahi Holdings, Inc.
Representative:

Mitsuharu Terayama, Chairman & CEO(Code: 5857, First Section of the Tokyo Stock Exchange)
Contact:

Masaharu Sawada, Corporate Planning &Communications Department General Manager(Phone: +81-3-6270-1833)

Notification of the Continuation and partial revision of the Performance-based stockcompensation plan

Asahi Holdings, Inc. (hereinafter “the Company”) has resolved to retain and partially revise thePerformance-based stock compensation plan (hereinafter referred to as “the Plan”), which has been in
effect since fiscal year 2015, at the Board of Directors meeting on May 8, 2018 (hereinafter referred to as“the Resolution”), and shall submit this matter for approval to the 9th Ordinary General Meeting of
Shareholders scheduled to be convened on June 19, 2018.
Additionally, the major subsidiaries of the company (hereinafter referred to as “Participating Subsidiaries,”
and together with the company referred to as “Participating Companies”) shall also submit for approval
the retention and partial revision of the Plan to the Ordinary General Meeting of Shareholders of theParticipating Subsidiaries (the Ordinary General Meeting of Shareholders for the company and that of
the Participating Subsidiaries is hereinafter collectively referred to as “the General Meeting ofShareholders”) scheduled in or around mid-June of 2018. Therefore, notification of these matters is hereby
given as follows:

Details
1. Continuation of the Plan
(1)

The Company has decided to submit the Resolution for approval to the General Meeting of
Shareholders with the purpose of (1) improving the performance of the Company’s Group and(2) achieving higher motivation among the recipients of the Plan (the directors of each of theparticipating companies, but excluding the directors and outside directors of the Audit
Committee, etc., hereinafter referred to as “Participating Directors”) to increase corporate value.

(2)

The continuation of the Plan is conditioned on the approval of The General Meeting of
Shareholders by each of the Participating Companies.

(3)

The Plan has adopted an arrangement called the Executive Compensation BIP (Board IncentivePlan) Trust (hereinafter referred to as “the Trust”). Upon continuation of the Plan on and after
fiscal year 2018, the trust period of the Trust shall be extended.

12. Partial revision of the Plan
Upon continuation of the Plan, partial revisions shall be made to the original plan as follows:(1)

The maximum monetary contribution allowed by the Participating Companies:
We plan to seek a resolution to set the maximum total contribution allowed to The Trust ascompensation to Participating Directors in the total amount of JPY300 million (of that amount,
JPY200 million shall be set aside for the directors of the Company) for the three business years
ending March 31, 2019 to March 31, 2021 (hereinafter referred to as the “Target Period”). If sucha resolution is approved, the monetary contribution to the Trust shall conform to said maximumamounts.
Please note that the said maximum amounts refer to the total amount of funds used to acquire
shares by the Trust and the trust fees and trust expenses incurred during the Target Period.

(2)

The calculation method and maximum number of shares of the Company which can beissued to Participating Directors:
In principle, Participating Directors shall be granted points in May of each year during the trust
period corresponding to their titles as of the end of the business year ending March 31 of thatyear and the degree to which the consolidated operating profit performance objective has been
met for each of the business years. Shares of the Company shall be issued corresponding to points
accumulated as of May 31, 2021.
One point shall indicate one common share of the Company In the event point adjustments arerecognized as justified due to events such as stock splits or reverse stock splits, etc., anadjustment to the number of common shares of the Company for each point shall be madecorresponding to the stock split ratio or the reverse stock split ratio.
Please note that we plan to seek a resolution which limits the maximum number of points
granted to Participating Directors in any business year to 40,000 points (of those points, 27,000
shall be for the directors of the Company). If such a resolution is approved, the number of points
granted to Participating Directors shall conform to such limits.
In addition, the total number of the Company shares issued to Participating Directors during
the Target Period shall be limited to 120,000 shares (of which 81,000 shares shall be applicablefor the directors of the Company).

(3)

Base Points and the Performance-linked Factor:
The number of points granted to Participating Directors in each of the business years during thetrust period shall be determined using the following formula:[Calculation Formula]
Base Points as defined in 1) below multiplied by the Performance-linked factor as defined in2) below:

1) Base Points
Base Points allotted to Participating Directors in any applicable business year shall be asfollows:2Title of Participating Director

Base Points

Director of the Company

3,200 points

Representative Director of a2,400 points

subsidiary
Director of a subsidiary

1,600 points* Directors serving concurrent positions shall be granted points
applicable to the higher of the concurrent positions and shall not
be granted duplicate points.

2) Performance-linked Factor
The Performance-linked factor shall be set as follows corresponding to the percentage of theattained performance objective as measured by the “consolidated operating profits” of eachbusiness year:

Percentage of attained performance

Performance-linked Factor

objective(4)

100% or over

1.0

50% or over

0.5

Under 50%0Method and timing of issuing the Company shares to Participating Directors:
Shares of the Company, the number of which has been calculated in the manner set forth in (2)and (3) above, shall be issued from the Trust to Participating Directors who have satisfied therequirements as a beneficiary in August 2021.

END3

[Reference]● Trust contract details(1)Type of trust

Specified individually operated trust of money other than money
trust (Third-Party Beneficiary Trust)(2)

Purpose of trustTo grant incentives to Participating Directors(3)

Entruster

Asahi Holdings, Inc.

(4)

Trustee

Mitsubishi UFJ Trust and Banking Corporation(Joint trustee: The Master Trust Bank of Japan, Ltd.)(5)

Beneficiaries

Participating Directors who have satisfied the requirements asa beneficiary(6)

Trust administrator

A third-party with no interests in the Participating Companies(a certified public accountant)(7)

Trust agreement

February 2, 2016 (scheduled to be revised to August 2018)

date(8)Trust period

From February 2, 2016 to August 31, 2018 (scheduled to beextended to August 31, 2021 pursuant to a revision of the trust
agreement in August 2018)(9)Plan launch dateFebruary 2, 2016(10)

Voting rights

None

(11)

Type of shares to be

Asahi Holdings’ common sharespurchased(12)

Maximum amount

JPY300 million (including trust fees and trust expenses)

to be purchased
(13)
(14)

Timing of share

From the early part of August 2018 to September 20, 2018

purchases(estimated)

Method of share

From the stock market

purchases(15)

Rights holder

Asahi Holdings, Inc.

(16)

Residual assets

Any residual rights entitled to Asahi Holdings, the rights holder,shall be limited to the provision for trust expenses remaining
after deducting for stock purchases from the trust fund.

● Details of the trust/stock-related administration(1)

Trust-related

Mitsubishi UFJ Trust and Banking Corporation and The

administrative work

Master Trust Bank of Japan, Ltd., the trustees of The Trust,
have been conducting the trust-related administrative work.

(2)

Stock-related

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. has been

administrative work

administering the delivery of the Company shares to thebeneficiaries under an administrative agency agreement.

END4