June 5, 2013
Company name: Tamagawa Holdings Co., Ltd.
Representative: Setsuya Fukunaga, President(JASDAQ Code 6838)
Contact:
Masahiro Yamashita, Director
Telephone:+81-3-6435-6933

Notice of Amendment concerning the Application of Funds
from the Exercise of Warrants Issued for Private Placement
This is to give notice that the meeting of the board of directors of the Company convened on June 5, 2013,resolved as follows with regard to an amendment concerning the application of funds from the exercise ofwarrants issued on January 31, 2013, for private placement.

1. Reason for amendment concerning the application of funds
Pursuant to the approval by the Extraordinary General Meeting of the Company convened on January 25,2013, the Company issued on January 30 of the same year 2,136,000 shares of stock and 4,843 Series-4
warrants (1,000 shares per warrant) (in the following, "Warrants") for a private placement in order to raise
capital for investments in solar energy power generation operations (that private placement, the "2013
Private Placement"). Also in the wider market for renewable energy, the Company positions the market forsolar energy power generation, which is expected to display continued stable growth, as a market of central
importance to the Company's operations, and as part of its expansion strategy has been working to identify
investment propositions.
The Group has been working to accelerate the development of large-scale solar energy power generation
facilities that have close relations to their localities. In this context, as announced by public notice dated
November 27, 2012, entitled "Notice concerning Property Lease for the Procurement of Land for Large
Scale Solar Energy Power Generation Facilities," the Company assigned its property leasehold rights for asite at 507 Hamacho, Goto City, Nagasaki Prefecture and as announced by public notice dated May 29,
2013, entitled "Notice concerning a Property Lease for the Procurement of Land for Large Scale Solar
Energy Power Generation Facilities," finalized a decision to build at 3-660-1, Aza, Yoshikugi-cho, GotoCity, Nagasaki Prefecture (commonly referred to as Goto City, Koujindake) solar energy power facilities
with a total capacity of 6.0 megawatts (6,000 kw), which will be the Group's largest, in a cooperation for
special high voltage power supply with the support of various parties including the Goto City Fukue
Chamber of Commerce and Industry, and the Goto City Commerce and Industry Association, both inNagasaki Prefecture. As set out in the foregoing, the Company decided to assign the property leasehold
rights for a site at 507 Hamacho, Goto City, Nagasaki Prefecture, and to promote the construction of alarge-scale solar energy power generation facility at Goto City, Koujindake (the "Amendment") for thefollowing reasons.
(1) The Company aims to develop large-scale solar energy power generation facilities with close relationsto their localities. Following the approval for the project as "Eco Island Goto" which Goto City aspires
to realize, and based on the support from Nagasaki Prefecture and Goto City, the Company has come tothe judgment that an environment is in place that enables the development at Goto City, Koujindake.
1(2) In order to realize a 6.0 megawatt power plant at Goto City, Koujindake, the Group must concentrate its
management resources.
(3) Irrespective of the Amendment, the Group has determined, with administrative support, to implement atan early stage the solar energy power generation facilities with close relations to their localities
projected by the Group, and in so doing contribute to local communities through the creation of local
jobs, and to advance the development of the Group's power generation operations.
In order to realize the project described above, the Company judged it imperative to amend theapplication of funds (investee) raised through the capital offering.
2. Details of the amendment
The details of the amendment of the application of funds raised through the exercise of the Warrants are asdescribed below. Changes are marked by underlining. Notably, unchanged are the application of the capitalamount paid in pursuant to the issuance of shares dated January 30, 2013, and the amount paid in pursuant
to the issuance of warrants on the same date.
Before the amendment
Specific application of funds
Issuance

Large-scale solar energy powerof stock

generation facility at Shimonoseki

Net funds available¥120 million

Prospective payment dates
From January 2013 toMarch 2013

City, Yamaguchi Prefecture(1.5 Mw)
Investment capital (¥120 million)-Modules/Mounts-

Electrical facilities-Construction work-

Other operating expenses, etc.

Issuance

Large-scale solar energy power

ofgeneration facility at Shimonoseki

Warrants

City, Yamaguchi Prefecture¥35 million

From January 2013 toMarch 2013(1.5 Mw)
Investment capital (¥35 million)-

Modules/Mounts-

Electrical facilities-

Construction work-

Other operating expenses, etc.

Exercise

Large-scale solar energy power

ofgeneration facility at Shimonoseki

Warrants

City, Yamaguchi Prefecture¥720 million

January 2015

(1.5 Mw)
Investment capital (¥106 million)-

Modules/Mounts-

Electrical facilities-

Construction work-

Other operating expenses, etc.

From January 2013 to2

Large-scale solar energy power
generation facility at Hamacho, GotoCity, Nagasaki Prefecture (1.9 Mw)
Investment capital (¥570 million)-Modules/Mounts-Construction work-

Electrical facilities-Structures-

Other operating expenses, etc.

Other investments in solar energy
power generation operations(¥44 million)

After the amendment
Specific application of funds

Net funds available

Issuance

Large-scale solar energy power¥120 millionof stock

generation facility at Shimonoseki City,

Prospective payment datesFrom January, 2013 toMarch, 2013

Yamaguchi Prefecture(1.5 Mw)
Investment capital (¥120 million)-

Modules/Mounts-

Electrical facilities-

Construction work-

Other operating expenses, etc.

Issuance

Large-scale solar energy power¥35 million

ofgeneration facility at Shimonoseki City,

Warrants

Yamaguchi Prefecture

From January, 2013 toMarch, 2013(1.5 Mw)
Investment capital (¥35 million)-

Modules/Mounts-

Electrical facilities-

Construction work-

Other operating expenses, etc.

Exercise

Large-scale solar energy power¥720 million

ofgeneration facility at Shimonoseki City,

Warrants

Yamaguchi Prefecture(1.5 Mw)
Investment capital (¥106 million)-

Modules/Mounts
3From January, 2013 toJanuary, 2015

-Electrical facilities-

Construction work-

Other operating expenses, etc.

Large-scale solar energy power
generation facility in Yoshikugi cho,
Goto City, Nagasaki (approximately 6.0Mw)
Investment capital (614 million yen)-

Modules/Mounts-

Construction work-

Electrical facilities-Structures-

Other operating expenses, etc.

Notably, with respect to the allocation of funds from the 2013 Private Placement and the exercise of theWarrants, the status as of May 31, 2013, was as described below.

Status of allocation of funds from the 2013 Private Placement
Specific application
Issuance

Large-scale solar energy powerof stock

generation facility at Shimonoseki

Application amount¥120 million

Time of application
From January 2013 toMarch 2015

City, Yamaguchi Prefecture(1.5 Mw)
Investment capital (¥120 million)-

Modules/Mounts-

Electrical facilities-Construction work-

Other operating expenses, etc.

Issuance

Large-scale solar energy powerofgeneration facility at Shimonoseki

WarrantsCity, Yamaguchi Prefecture¥35 million

From January 2013 toMarch 2013(1.5 Mw)
Investment capital (¥35 million)

Exercise-

Modules/Mounts-

Electrical facilities-

Construction work-

Other operating expenses, etc.

Large-scale solar energy power¥106 million
4

From March 2013 to May

ofgeneration facility at Shimonoseki

Warrants

City, Yamaguchi Prefecture2013(1.5 Mw)
Investment capital (¥106 million)-

Modules/Mounts-

Electrical facilities-Construction work-

Other operating expenses, etc.

Status of exercise of Warrants
Number of warrants

Number of sharesexercised (warrants)

delivered (shares)

Exercise date

Exercise price (yen)January 31, 2013

198

198,000

29,700,000

February 1, 2013

266

266,000

39,900,000

February 4, 2013

113

113,000

16,950,000

February 5, 2013

266

266,000

39,900,000

February 6, 2013

1,000

1,000,000

150,000,000

430

430,000

64,500,000

2,273

2,273,000

340,950,000

May 2, 2013
Total5