Notice Regarding Revision of Executive Compensation System and Partial Revision of Stock based Compensation Plan for Executives

May 15, 2026

T&D Holdings, Inc. (Security Code: 8795, TSE Prime Market) Taiyo Life Insurance Company

Daido Life Insurance Company T&D Financial Life Insurance Company

T&D Holdings, Inc. (President: Masahiko Moriyama; the "Company") of the T&D Life Group, has resolved, at a meeting of its Board of Directors held today, to submit proposals regarding the revision of the executive compensation system to the 22nd Ordinary General Meeting of Shareholders scheduled to be held on June 25, 2026.

At the same time, the Company's three subsidiaries (Taiyo Life Insurance Company, Daido Life Insurance Company and T&D Financial Life Insurance Company; collectively, the "Applicable Subsidiaries," and together with the Company, the "Applicable Companies") also resolved, at meetings of their respective Boards of Directors, to submit proposals regarding the revision of their executive compensation systems to their respective ordinary general meetings of shareholders scheduled to be held in June 2026 (collectively with the Company's general meeting of shareholders, the "Shareholders' Meetings").

Details are as follows.

1. Revision of Executive Compensation System

   In connection with the formulation of the Group Long-Term Vision commencing in fiscal year 2026, the Company has decided to revise its executive compensation system in order to ensure that it functions as an appropriate incentive to encourage management to demonstrate leadership, fulfill their roles and responsibilities, and contribute to the medium- to long-term enhancement of corporate value and sustainable growth.

   The revision of the executive compensation system was resolved by the Board of Directors after multiple rounds of deliberation by the Nomination and Compensation Committee, which is chaired by an outside director and consists of a majority of outside directors, in order to ensure transparency and objectivity in the compensation determination process.

   1. Purpose of the Revision

      The purposes of the revision of the executive compensation system are as follows:

      ① Appropriate Compensation Levels

      Establish compensation levels that contribute to sound management, enhancement of corporate value and sustainable growth over the medium to long term.

      ② Enhancement of Incentive Function

      Revise the compensation design to fairly and rigorously reflect each executive's role,

      responsibilities, and contribution to performance.

      ③ Linkage to the Group Long-Term Vision

      Strengthen linkage with key management indicators under the Group Long-Term Vision in order to promote achievement of Group KPIs and enhance integrated Group management and governance.

      ④ Value Sharing with Stakeholders

      Introduce performance-linked stock-based compensation to enable value sharing with shareholders and other stakeholders from a medium- to long-term perspective.

      ⑤ Strengthening of Compensation Governance

      Realize robust compensation governance that ensures independence, objectivity and transparency through appropriate deliberations on compensation design, evaluation, and other matters by the Nomination and Compensation Committee.

   2. Overview of Key Revisions

      To support integrated group management and strengthen group governance by unifying the basic philosophy, compensation structure (monthly compensation, bonuses, and stock-based compensation), and performance evaluation methods (including the range of variation) for executive compensation at the Company and Applicable Subsidiaries, the executive compensation system will be revised as follows.

      Type of reward	Before revision	After revision
      Compensation structure	・The ratio of monthly compensation, bonus, and stock-based compensation is set at approximately 60:20:20 (in the case of the President).	・The proportion of performance-linked compensation will be increased for higher-ranking executives, and, in order to further enhance awareness of medium- to long-term improvement in corporate value, the proportion of stock-based compensation will be set higher than that of bonuses. ・The ratio of monthly compensation, bonuses, and stock-based compensation will be set at approximately 35:30:35 (in the case of the President).
      Monthly compensation	・Variable based on the comprehensive evaluation of each executive. ・The range of variation is approximately plus 5% to minus 5% of the standard evaluation.	・Fixed compensation commensurate with roles and responsibilities.

      Bonus	・Variable based on the comprehensive evaluation of each executive ・The range of variation is approximately plus 40% to minus 40% based on the standard evaluation.	・Paid based on company performance evaluation and evaluation of the division in charge (the weighting between company performance evaluation and evaluation of the division in charge is determined according to position; for the President, company performance evaluation accounts for 100%). ・For the company performance evaluation portion, weighting is structured with a focus on single-year performance indicators as short-term incentives. ・The range of fluctuation is 0% to 200%.
      Stock-based compensation	・A certain number of points will be awarded according to the position held. ・Company shares will be provided to each executive upon their retirement.	・Fixed portion (fixed points determined according to position) and performance-linked points (points at standard performance) are allocated at a ratio of 1:1. ・For the performance-linked portion, the evaluation weighting is structured with an emphasis on medium- to long-term performance indicators and market-based evaluation indicators. (The range of fluctuation is 0% to 200%.) ・Restricted shares are delivered to each executive during his or her term of office.

      (Note) Details of the revisions to the stock-based compensation system are described in "II. Partial Revision of Stock based Compensation Plan for Executives".

      (Image of the breakdown of the President's compensation) *Assuming 100% of performance-based compensation is paid (standard evaluation)

      Bonus: Approximately 30%

      (Varies from 0% to 200%)

Current

Revised

← Fixed → ← Performance-linked → ← Fixed →

← Monetary compensation → ← Stock compensation →

(Management indicators and evaluation allocation related to the evaluation of performance-linked compensation)

(*) Evaluation is based on the performance of each life insurance company within the group, based on in-force business.

1. Partial Revision of Stock-based Compensation Plan for Executives

   The Company has resolved, in connection with the revision of the executive compensation system, to revise the stock-based compensation plan (the "Plan") introduced in fiscal year 2018 for its directors who are not Audit and Supervisory Committee Members (excluding part-time directors (including outside directors), and non-residents of Japan), as well as executive officers and group executive officers (excluding non-residents of Japan). The Applicable Subsidiaries will also revise the Plan in the same manner as the Company.

   1. Purpose of the Revision

      With respect to the stock-based compensation plan, a performance-linked structure will be introduced under which the number of points fluctuates depending on the degree of achievement of key management indicators set forth in the Group Long-term Vision, for the purpose of strengthening appropriate incentives that contribute to medium- to long-term enhancement of corporate value and sustainable growth.

      In addition, by changing the method to one in which restricted shares are delivered during the tenure of the applicable executives, the Plan will be revised to further promote value sharing with shareholders and other stakeholders.

   2. Details of the Revision to the Plan

Under the Plan, the Company's shares and cash equivalent to the amount obtained by

converting the Company's shares into cash (hereinafter referred to as the "Company's Shares, etc.") are delivered and paid (hereinafter referred to as "delivery, etc.") to eligible persons under the Plan.

In connection with the revision, the Company will extend the trust period of the already established Trust and, subject to obtaining approval at the Shareholders' Meetings, revise the Plan.