Toho : Announcement about Adjustment of Conversion Price for Zero Coupon Convertible Bonds due 2028(219 KB)

To whom it may concern:	May 10, 2024
Company Name:	TOHO HOLDINGS CO., LTD.
Corporate	Atsushi Udoh, Representative Director,
Representative:	CEO
	(Prime Market of Tokyo Stock
	Exchange Securities Code: 8129)
Contact	Makoto Kawamura, Corporate Officer
	and General Manager, Corporate
	Strategy Division
	(TEL: [phone])

Announcement about Adjustment of Conversion Price

for Zero Coupon Convertible Bonds due 2028

TOHO HOLDINGS CO., LTD. announces that it has decided to adjust the conversion price for its Zero Coupon Convertible Bonds due 2028 (the "Bonds").

1. Adjustment of Conversion Price
	(Name of the issue)	(Conversion price	(Conversion price
	before adjustment)	after adjustment)
	Zero Coupon Convertible Bonds	¥2,796	¥2,789.0
	due 2028

2. Date of Application

On or after April 1, 2024

3. Reason for the Adjustment

The proposal for the dividend, which sets the end-of-period dividend at 22 yen per share, was approved and voted for at the Board of Directors' meeting which was held on May 10, 2024, and it has been decided that the annual dividend for the period ended March 2024 amounts to 40 yen per share. In connection with this, we are adjusting the conversion price in question, according to Condition 5.2.4 of the terms and conditions of the Bonds.

This press release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia).This press release does not constitute an offer of, or the solicitation of an offer to buy or subscribe for the Bonds with Stock Acquisition Rights or the shares issuable upon exercise of the Stock Acquisition Rights in any jurisdiction in which such offer or solicitation is unlawful. In particular, the Bonds with Stock Acquisition Rights and the shares issuable upon exercise of the Stock Acquisition Rights (together, the "Securities") have not been, and will not be, registered under the U.S.Securities Act of 1933 (the "Securities Act") and, subject to certain exceptions, may not be offered or sold within the United States. The Securities may not be offered or sold within the United States absent registration or an exemption from the registration requirements of the Securities Act.There will be no public offer of Securities in the United States.