NEWS RELEASEAOI TYO Holdings Inc.

2-2-24, Higashi-shinagawa, Shinagawa-ku
Tokyo 140-8663

July 30, 2021

Announcement of Extraordinary General Meeting of Shareholders for ShareConsolidation as well as Abolishment of Provision Concerning Share Unit Number
and Partial Amendments to the Articles of Incorporation
At a meeting of the Board of Directors held today, AOI TYO Holdings Inc. ("the Company") decided tosubmit two agenda items for discussion at an extraordinary general meeting of its shareholders to be heldon September 7, 2021 ("the Extraordinary Shareholders' Meeting"), as follows. These are Agenda Item 1(Share Consolidation) and Agenda Item 2 (Partial Amendment to the Articles of Incorporation).
In the above procedures, the Company's common stock ("Company Stock" or "Company Shares") is tofall under the scope of delisting criteria defined by securities listing regulations of the Tokyo Stock
Exchange, Inc. ("Tokyo Stock Exchange"). As a result, Company Stock is expected to be delisted on
September 28, 2021 after designation as delisted issues for the period from September 7 to September 27,
2021. Please note that after delisting, Company Stock will no longer be tradeable on the First Section ofthe Tokyo Stock Exchange.
I. Date, Time and Venue to Hold the Extraordinary Shareholders' Meeting
1. Date and Time: Tuesday, September 7, 2021 at 10:00 a.m. Japan Time
2.

Venue

:

Function room Fuyo on 4F of Palace Hotel Tokyo
1-1-1 Marunouchi, Chiyoda-ku, Tokyo

II. Proposed Agenda of the Extraordinary Shareholders' Meeting
Proposals to be resolved
Proposed Agenda No.1:

Share Consolidation

Proposed Agenda No.2:

Partial Amendment to the Articles of Incorporation

III. Share Consolidation
1. Summary of Share Consolidation(1) Schedule of Share Consolidation① Date of public notice on record date for the:Tuesday July 13, 2021:

Wednesday July 28, 2021

Extraordinary Shareholders' Meeting② Record date for the Extraordinary Shareholders'Meeting1

③ Date of resolution by board of directors:

Friday July 30, 2021:

Tuesday September 7, 2021 (Planned)⑤ Designation date as delisted issue:

Tuesday September 7, 2021 (Planned):

Monday September 27, 2021 (Planned):

Tuesday September 28, 2021 (Planned):

Thursday September 30, 2021 (Planned)④ Date of the Extraordinary Shareholders'Meeting⑥ Last trading date of Company Stock⑦ Delisting date of Company Stock⑧ Effective date of Share Consolidation(2) Details of Share Consolidation① Class of Shares to Be Consolidated
Common Stock② Consolidation Ratio

As of September 30, 2021 (TBC), the 3,900,000 shares of Company Stock owned by shareholders listedor shareholders of record in the final shareholder list from September 29, 2021 (TBC) will be merged into
one share.
③ Total Number of Issued Shares to Be Decreased

23,484,372 shares(Note) At this meeting of the Board of Directors, it was resolved to cancel the Company's 1,082,069
treasury shares on September 29, 2021 (the total of 676,569 treasury shares held as of June 30, 2021
and 405,500 shares to be acquired gratis by September 29, 2021 in holding equivalents of the Company's
board benefit trust (BBT)). Therefore, the Total Number of Issued Shares to Be Decreased is listed basedon the post-cancellation total number of issued and outstanding shares.
④ Total Number of Issued Shares Before Effective Date

23,484,378shares(Note) At this meeting of the Board of Directors, it was resolved to cancel the Company's 1,082,069treasury shares on September 29, 2021 (the total of 676,569 treasury shares held as of June 30, 2021
and 405,500 shares to be acquired gratis by September 29, 2021 in holding equivalents of the Company's
board benefit trust (BBT)). Therefore, the Total Number of Issued Shares to Be Decreased is listed basedon the post-cancellation total number of issued and outstanding shares.
⑤ Total Number of Issued Shares after Effective Date
6 shares⑥ Total Number of Issued Shares Issuable on Effective Date

24 shares(3) Cases of fractions of less than one share① Method of Treatment of Fractional Less Than One Share (If Any) and Amount Expected to Be
Delivered to Shareholders after Such Treatment

As a result of the Share Consolidation, the number of shares of Company Stock owned by shareholders2other than Studio Cruise Co., Ltd. (“ the Offeror “) are to be fractional shares less than one share.
For the total number of fractional shares less than one share resulting from the Share Consolidation(according to Article 235, Paragraph 1 of the Companies Act [Act No. 86 of 2005 and including all revisions
thereafter; the same shall apply hereinafter], in the event that this total includes fractional shares less than
one share, the fractional portions shall be discarded), an equivalent number of shares shall be sold to theOfferor, with the proceeds from sale to be issued to all shareholders for whom fractional shares haveoccurred in accordance with said fractions.
The sale price in this event, if the necessary court approval is obtained as planned, is to be set at a pricewhereby a monetary amount equivalent to the multiplicative product of the number of Company Shares
owned by all shareholders and 900 yen, which is the same amount as the offer price, can be delivered.
② Expected Period of Sale and Time of Delivery of Proceeds from Sale to Shareholders

After the Share Consolidation takes effect, the Company is to, in accordance with the provisions of Article
234, Paragraph 2 of the Companies Act which is applied mutatis mutandis to Article 235, Paragraph 2 ofthe same, file a petition for court permission for the sale of Company Shares equivalent for the total
number of fractional shares less than one share arising from the Share Consolidation, with petition
submission to occur by mid-October 2021. The state of the courts will result in uncertainty in the time taken
to obtain this permission, but we expect to obtain court permission by late October of the same year,
execute sale to the Offeror by early November 2021, and then deliver the proceeds from sale for sharesequivalent to the fractional shares to shareholders by late December 2021, once preparations have been
made to promptly and smoothly deliver proceeds from the sale to shareholders.
2. Delisting and Future Outlook
With execution of the Share Consolidation, delisting criteria stipulated in the securities listing rules of theTokyo Stock Exchange will be met. As a result, Company Stock is expected to be delisted on
September 28, 2021 after designation as delisted issues for the period from September 7 to September
27, 2021.
In addition, the Offeror is to in principle continue use of the Company's trade name, and exploration isunderway regarding the dispatch of multiple directors from the Offeror. However, the selection of specificdirectors has not yet been confirmed at this time, and is expected to be determined in discussion with
the Company after completion of this transaction.
IV. Abolition of Provisions Concerning Share Unit Number
1. Scheduled Date of Abolition
Thursday September 30, 2021 (Planned)
2. Conditions for Abolition
Subject to the proposal regarding the Share Consolidation and the proposal regarding partial
amendments to the Articles of Incorporation for the purpose of abolishing the provision concerning
share unit number (please refer to V below) being approved and adopted as originally proposed at theExtraordinary Shareholders’ Meeting and to the Share Consolidation becoming effective.
V. Partial Amendment to the Articles of Incorporation
1. Details of Amendment to the Articles of Incorporation3

Details of Amendment to the Articles of Incorporation are as follows.
(Amendments are underlined)
Current Articles of Incorporation

Proposed Amendments

Article 6 (Total Number of Authorized Shares)

Article 6 (Total Number of Authorized Shares)

The total number of authorized shares of theThe total number of authorized shares of theCompany shall be 80 million shares.

Company shall be 24 shares.

Article 7 (Provisions omitted)

Article 7 (as currently provisioned)

Article 8 (Number of Shares per Unit)(Deleted)

The number of shares constituting one unit ofCompany Stock shall be 100 shares.
Article 9 (Rights for Fractional Shares)(Deleted)

Shareholders of the Company may not
exercise any rights other than the following
rights with respect to fractional shares held.
Rights listed in each item of Article 189,
Paragraph 2 of the Companies Act
Right to make requests pursuant to theprovisions of Article 166, Paragraph 1 of theCompanies Act
Right to receive allotment of offered sharesand of offered stock acquisition rights inaccordance to the number of shares held by
the shareholder
Right to make requests as stipulated in thefollowing article
Article 10 (Request for Additional Purchase of(Deleted)

Fractional Shares)
Company shareholders may request that theCompany sell a number of shares equivalent
to the amount that would constitute one unit in
combination with the fractional shares held("Additional Purchase Request").
2. The period and method for Additional
Purchase Requests shall be in accordancewith stock handling rules established by theBoard of Directors.
Article 11 to Article13 (Provisions omitted)

Article 8 to Article 104

Current Articles of Incorporation

Proposed Amendments(as currently provisioned)

Article 14 (Record Date of the Ordinary(Deleted)

General Meeting of Shareholders)
The record date for voting rights at theOrdinary General Meeting of Shareholders ofthe Company shall be December 31 of eachyear.
Article15 to Article 42 (Provisions omitted)

Article 11 to Article 38(as currently provisioned)

2. Schedule of Amendment to the Articles of Incorporation
Thursday September 30, 2021 (Planned)
3. Conditions for Amendment to the Articles of Incorporation
These amendments to the articles of incorporation shall be subject to the Share Consolidation taking
effect following the approval and adoption, as proposed, of a proposal regarding the Share
Consolidation in the Extraordinary Shareholders' Meeting.

Note: This document has been translated from the Japanese original for reference purposes only. In theevent of any discrepancy between this translation and the Japanese original, the original shall prevail.

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