May 22, 2015

Company name: Tamagawa Holdings Co., Ltd.
Representative: Toru Masuzawa, President(JASDAQ Code 6838)
Contact:
Akihiro Ushiroda,
Corporate Planning Department
and Financial Control Department
Telephone:+81-3-6435-6933

Tamagawa Holdings Announces
Partial Amendment of the Articles of Incorporation

Tamagawa Holdings announces that at the meeting of the board of directors convened today on May 22, 2015,
it was resolved to propose the following partial amendment of the articles of incorporation for approval by
the 47th Annual General Meeting of Shareholders scheduled to be held on June 26, 2015.

1. Purpose of the amendment(1) Article 165(2) of the Companies Act permits the acquisition of own stock in accordance with thestipulations of the articles of incorporation and subject to resolution of the meeting of the board ofdirectors. Therefore, in order to enable the flexible execution of policies pertaining to capital,provisions for the acquisition of own stock have been proposed to be newly established in Article 7of the articles of incorporation.
(2) With consideration of the diffusion of the Internet, in order to enable the deemed provision ofreference documents, etc., for the General Meeting of Shareholders by disclosure through theInternet in accordance with the Ordinance of the Ministry of Justice, stipulations for the deemed
provision of documents, etc., concerning the General Meeting of Shareholders have been proposed
to be newly established in Article 15 of the articles of incorporation.
(3) Associated with the enforcement of the Act for Partial Revision of the Companies Act (Act No. 90of 2014), it has become possible to conclude with non-executive directors and non-external
corporate auditors agreements to limit their liability. Therefore, in order to facilitate attractingappropriate human resources and to enable the full performance of the sought functions, partial
amendments of Article 27 and Article 36 have been proposed to be made. Notably, with respect tothe amendment of Article 36, the consent of the corporate auditors has been obtained.
2. Content of the amendments
It is proposed to make the following amendments.
(Sections to be amended are underlined.)
Current articles of incorporation

Proposed amendments

Articles 1 through 6 (Provisions omitted)

Articles 1 through 6 (Provisions unchanged)(Newly established)

Acquisition of own stock
Article 7. The Corporation can in accordance with thestipulations of Article 165(2) of the Companies
Act and subject to resolution of the meeting of
the board of directors acquire own stock
through market transactions, etc.

Articles 7 through 13 (Provisions omitted)

Articles 8 through 14 (Provisions unchanged; article
numbers moved down)(Newly established)

Internet-based disclosure and deemed provision ofreference documents, etc., for the General Meeting of

Shareholders
Article 15. In accordance with the stipulations of theOrdinance of the Ministry of Justice, theCorporation can at the convocation of aGeneral Meeting of Shareholders deem by
disclosure through the Internet the provisionof information to shareholders to be stated ordisplayed in reference documents for a
General Meeting of Shareholders, as well as
the business report, financial statements, andconsolidated financial statements.
Articles 14 through 26 (Provisions omitted)

Articles 16 through 28 (Provisions unchanged; article
numbers moved down)

Exemption from liability of directors
Article 27. (Provisions omitted)
2. The Corporation can with regard to theindemnification liability pursuant to Article423(1) of the Companies Act in cases that
conform to the requirements stipulated inlaws and regulations conclude with outside
directors' agreements that limit theindemnification liability of outside directors.
Provided, however, that the limit amount of
the indemnification liability under the said
agreement is the higher of an amount of noless than 10 million yen determined inadvance and the minimum indemnity
liability limit amount prescribed in laws andregulations.

Exemption from liability of directors
Article 29. (Provisions omitted)
2. The Corporation can with regard to theindemnification liability pursuant to Article423(1) of the Companies Act in cases that
conform to the requirements stipulated in laws
and regulations concluded with directors(excluding executive directors, etc.)
agreements that limit the indemnification
liability of directors. Provided, however, thatthe limit amount of the indemnification
liability under the said agreement is the higherof an amount of no less than 10 million yen
determined in advance and the minimum
indemnity liability limit amount prescribed inlaws and regulations.

Articles 28 through 35 (Provisions omitted)

Articles 30 through 37 (Provisions unchanged; article
numbers moved down)

Exemption from liability of corporate auditors
Article 36. (Provisions omitted)
2. The Corporation can with regard to theindemnification liability pursuant to Article423(1) of the Companies Act in cases that
conform to the requirements stipulated inlaws and regulations conclude with outside
corporate auditors' agreements that limit theindemnification liability of outside corporate
auditors.
Provided, however, that the limit amount of
the indemnification liability under the said
agreement is the higher of an amount of noless than 10 million yen determined inadvance and the minimum indemnity
liability limit amount prescribed in laws andregulations.

Exemption from liability of corporate auditors
Article 38. (Provisions omitted)
2. The Corporation can with regard to theindemnification liability pursuant to Article423(1) of the Companies Act in cases that
conform to the requirements stipulated in laws
and regulations concluded with corporate
auditors agreements that limit theindemnification liability of corporate auditors.
Provided, however, that the limit amount of
the indemnification liability under the said
agreement is the higher of an amount of noless than 10 million yen determined inadvance and the minimum indemnity liability
limit amount prescribed in laws andregulations.

Articles 37 through 44 (Provisions omitted)

Articles 39 through 46 (Provisions unchanged; article
numbers moved down)

3. Other matters
The above is contingent on the approval by the 47th Annual General Meeting of Shareholders scheduled
to be held on June 26, 2015.