News Release Dated November 18, 2015
Company: AOKI Holdings Inc.
Representative: Akihiro Aoki, President
Stock code: 8214, TSE First Section
Contact: Haruo Tamura, Executive Vice President
Tel: +81-45-941-1388

Announcement of the Issuance of Stock Acquisition Rights (Stock Options with Charge)
AOKI Holdings Inc. (the “Company”) announces that at the meeting of its Board of Directors on November 18,
2015, it resolved to issue stock acquisition rights to directors (excluding external directors), executive officers andemployees of the Company and its subsidiaries, as described below. These stock acquisition rights will be issued
without approval of a general meeting of shareholders, as the rights are issued with charge at the price equivalent
to the fair value and not particularly favorable for individuals who are allotted the stock acquisition rights.
1. Purpose of and Reasons for Offering the Stock Acquisition Rights
The stock acquisition rights will be issued to directors (excluding external directors), executive officers andemployees of the Company and its subsidiaries and these individuals will purchase these rights. The purpose of
issuing the rights is to contribute to growth in corporate value by reinforcing solidarity among AOKI Group
companies and increasing the motivation of the directors, executive officers and employees of these companies toachieve growth in sales and earnings.
In addition, these stock acquisition rights may not be exercised unless and until the consolidated earnings of theCompany achieves the predetermined standards as provided in the section “2. Summary of the Issuance of theStock Acquisition Rights, (8) Conditions for the exercise of the stock acquisition rights.” If the all of the stockacquisition rights are exercised, there will be an increase of approximately 1.01% in the total number of commonshares outstanding. Accordingly, the Company believes that the level of dilution is reasonable.
2. Summary of the Issuance of the Stock Acquisition Rights(1) Name of the stock acquisition rights
AOKI Holdings Stock Acquisition Rights No. 5 (Stock Options with Charge)(2) Persons to be allotted the stock acquisition rights and the number thereof, and the number of stock acquisitionrights to be allotted
Persons tobe allotted

Number of stockacquisition rights

Directors (excluding external directors; hereinafter the same shall apply),
executive officers and employees of the Company:

20

6,350

Directors, executive officers and employees of subsidiaries of the Company:

26

2,800

(3) Class and number of shares underlying the stock acquisition rights
The class of the shares underlying the stock acquisition rights shall be common shares of the Company, and thenumber of shares underlying the stock acquisition rights (the “Number of Shares Granted”) shall be 100 sharesfor each right.
However, if the Company splits or consolidates its shares (including the allotment of common shares of theCompany without consideration; the same shall apply hereinafter for the provisions of a share split) after thedate of allotment of the stock acquisition rights (the “Date of Allotment”), with respect to any stock acquisitionrights not exercised at the time of the share split or the consolidation of shares, among the stock acquisition

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rights, the Number of Shares Granted shall be adjusted according to the following calculation formula:
Number of Shares after Adjustment= Number of Shares before Adjustment x Ratio of the Split or Consolidation
In addition to the adjustment above, upon the occurrence of any unavoidable events that require an adjustmentof the Number of Shares Granted, the Company may adjust the number of shares as the Board of Directors of
the Company deems necessary.
In this regard, any fractions of less than one share arising from the adjustment above shall be discarded.
(4) Total number of stock acquisition rights
The total number of stock acquisition rights shall be 9,150.
The above number is the number of planned allotment; if the total number of stock acquisition rights to be
allotted is less than the number described above because not all of the stock acquisition rights were subscribed
to or for any other reasons, the total number of stock acquisition rights to be issued shall be the total number ofstock acquisition rights to be allotted.
(5) Amounts to be paid upon allocation of the stock acquisition rights
The issue price for one stock acquisition right shall be 9,700 yen. In this regard, the amount is determined by
the third-party evaluation organization YAMADA FAS Co., Ltd. by referring to the price calculated by a Monte
Carlo simulation, taking into consideration the share price and other information of the Company. The
assessment was conducted based on the closing price of 1,554 yen for the Company share on the Tokyo Stock
Exchange on the day preceding the Board of Directors’ resolution for issuance of the stock acquisition rights,
share price volatility of 29.202%, dividend yield of 2.574%, risk-free interest rate of 0.069%, as well as thecertain conditions in accordance with the terms and conditions of issuance for the stock acquisition rights(exercise price of 1,554 yen per share, rights exercise period of 6.57 years, requirement to fulfill certain
conditions for sales and earnings).
(6) Value of assets to be contributed upon the exercise of the stock acquisition rights
The value of assets to be contributed upon the exercise of the stock acquisition rights shall be the amountcalculated by multiplying the amount to be paid per share granted or transferred upon the exercise of the stockacquisition rights (the “Exercise Price”) by the Number of Shares Granted.
The Exercise Price shall be 1,554 yen.
In addition, upon the occurrence of any of the following events after the Date of Allotment of the stockacquisition rights, the Exercise Price shall be adjusted as provided in the respective items below.
i. If the Company splits or consolidates its common shares, the Exercise Price shall be adjusted according to
the following calculation formula, and any fractions of less than one yen arising from the adjustment shallbe rounded up:
Exercise Price after Adjustment= Exercise Price before Adjustment x (1 / Ratio of the Split or Consolidation)
ii. If the Company issues new common shares or disposes its treasury shares of common shares at a pricebelow the market price (other than the issuance of new shares upon the exercise of the stock acquisitionrights or the disposal of treasury shares or the transfer of treasury shares upon the exchange of shares), theExercise Price shall be adjusted according to the following calculation formula, and any fractions of lessthan one yen arising from the adjustment shall be rounded up:

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Exercise Price after Adjustment = Exercise Price before Adjustment x {{Number of Issued Shares +[(Number of Shares Newly Issued x Amount to be Paid per Share) / Market Price per Share]} / (Number of
Shares Issued + Number of Shares Newly Issued)}
In the formula above, the “Number of Shares Issued” shall be the number of shares calculated by deducting
the number of treasury shares from the total number of shares issued, and when disposing of treasury shares,
the “Number of Shares Newly Issued” shall be replaced by the “Number of Shares to be Disposed” and the“Amount to be Paid per Share” shall be replaced by the “Amount of Disposition per Share.”iii. If the Company conducts a merger, company split, or any other similar corporate procedure that requires anadjustment of the Exercise Price, it shall be adjusted to the necessary and reasonable extent.
(7) Period for the exercise of the stock acquisition rights
The period for the exercise of the stock acquisition rights starts on July 1, 2016, and expires on June 30, 2022.
(8) Conditions for the exercise of the stock acquisition rights
i. Individuals who receive the stock acquisition rights (the “Rights Holders”) can exercise these rights only if
consolidated operating profit in the consolidated statement of income (non-consolidated statement ofincome if there is no consolidated statement of income) in the Securities Report for any fiscal year endingin March 2016 through March 2021 is either at least the amount in the following items (a) or (b) If thiscondition is met, the Rights Holders can exercise up to the designated percentage of rights held at any time
during the year beginning on the July 1 following the submission of the Securities Report for the fiscal year
in which the operating profit requirement of item (a) or (b) was fulfilled.
(a) Consolidated operating profit of at least 27 billion yen
Pct. of rights that can be exercised: 50%(b) Consolidated operating profit of at least 30 billion yen
Pct. of rights that can be exercised: 100%
ii. The Rights Holders must be directors, auditors, executive officers or employees of the Company or its
subsidiaries when exercising their rights, unless they retire upon the expiration of their term of office or
mandatorily, or the Board of Directors determines that there are good and reasonable reasons otherwise.
iii. Upon the death of Rights Holders, their heirs shall not be entitled to exercise their stock acquisition rights.
(9) Matters regarding the amount of capital and capital reserve to be increased as a result of the issuance of shares
upon the exercise of the stock acquisition rights
i. The amount of capital to be increased as a result of the issuance of shares upon the exercise of the stockacquisition rights shall be half of the maximum amount of increase in capital, etc. to be calculated pursuant
to Article 17, Paragraph 1 of the Company Accounting Ordinance, and any fractions of less than one yenarising from the calculation shall be rounded up.
ii. The amount of capital reserve to be increased as a result of the issuance of shares upon the exercise of thestock acquisition rights shall be the amount calculated by subtracting the amount of increase in capital
described in i. above from the maximum amount of increase in capital, etc. described in i. above.
(10) Provisions regarding the acquisition of the stock acquisition rights
i. If a Rights Holder is no longer able to exercise the stock acquisition rights as prescribed in item (8) or as
determined in the Stock Acquisition Rights Allocation Agreement, before the exercise, the Company may
acquire the remaining rights without consideration on a date determined by the Board of Directors of theCompany.
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ii. The Company may acquire the stock acquisition rights without consideration on a date determined by the
Board of Directors of the Company in the event the following proposals (a), (b), (c), (d) and (e) areapproved by a resolution of the general meeting of shareholders of the Company (in case resolution of thegeneral meeting of shareholders is not required, by an approval of the Board of Directors of the Company).
(a) A proposal for an approval of a merger agreement under which the Company shall be the dissolving
company.
(b) A proposal for an approval of a company split agreement or a company split plan under which theCompany shall be the splitting company.
(c) A proposal for an approval of a share exchange agreement or a share transfer plan under which theCompany shall be the wholly owned subsidiary.
(d) A proposal for an approval of an amendment to the Articles of Incorporation to establish new provisions
by which any acquisition by way of transfer of shares to be issued by the Company will be subject to theCompany’s approval.
(e) A proposal for an approval of amendments to the Articles of Incorporation to establish new provisions
by which any acquisition by way of transfer of the class of any shares to be issued upon exercise of thestock acquisition rights to be offered will be subject to the Company’s approval or the Company may
acquire all of the shares in the relevant class (if any) to be issued upon exercise of the stock acquisitionrights following the resolution made by the general meeting of shareholders.
(11) Restriction on the acquisition of the stock acquisition rights by transfer
The acquisition of the stock acquisition rights by transfer shall be subject to the approval of the Board of
Directors of the Company.
(12) Treatment of the stock acquisition rights in relation to corporate reorganization
If the Company conducts a merger (only those through which the Company becomes a dissolving company),
absorption-type or incorporation-type company split (in either type, only those through which the Company
becomes a splitting company), or a share exchange or transfer (in either case, only those through which theCompany becomes a wholly owned subsidiary) (hereinafter collectively referred to as the “Corporate
Reorganization”), the Company shall grant the stock acquisition rights of the stock company described in
Article 236, Paragraph 1, Item 8 (a) to (e) of the Companies Act (hereinafter referred to as the “Restructured
Company”), as appropriate, to any Rights Holders who hold the remaining stock acquisition rights (hereinafterreferred to as the “Remaining Stock Acquisition Rights”) immediately before the date of the implementation of
the Corporate Reorganization (the effective date of the absorption-type merger in the case of anabsorption-type merger, the date of establishment of the company established by a consolidation-type merger
in the case of a consolidation-type merger, the effective date of the absorption-type company split in the case ofan absorption-type company split, the date of establishment of the splitting company in the case of anincorporation-type company split, the effective date of the share exchange in the case of a share exchange, orthe date of establishment of the wholly-owning parent company upon the share transfer in the case of a sharetransfer; the same shall apply hereinafter), as appropriate, only to the extent that the absorption-type merger
agreement, consolidation-type merger agreement, absorption-type company split agreement, incorporation-typecompany split plan, share exchange agreement, or share transfer plan provided for the issuance of the stockacquisition rights of the Restructured Company according to the provisions of the respective items below:
i. Number of stock acquisition rights of the Restructured Company to be issued
The same number as the Remaining Stock Acquisition Rights held by the Rights Holders.
ii. Class of shares of the Restructured Company underlying the stock acquisition rights of the Restructured
Company
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Common shares of the Restructured Company.
iii. Number of shares of the Restructured Company underlying the stock acquisition rights of the
Restructured Company
Shall be determined in accordance with the provisions of (3) above, taking into consideration the conditions
for the Corporate Reorganization and any other related matters.
iv. Value of assets to be contributed upon the exercise of the stock acquisition rights
The value of assets to be contributed upon the exercise of the respective stock acquisition rights issued by
the Restructured Company shall be the amount obtained by multiplying the amount paid in after the
restructuring, which shall be obtained by adjusting the Exercise Price described in (6) above by the numberof shares of the Restructured Company underlying the stock acquisition rights of the Restructured
Company, which shall be determined according to iii. above, taking into consideration the conditions for
the Corporate Reorganization and any other related matters.
v. Period for the exercise of the stock acquisition rights
The period shall start from either the first date of the period for the exercise of the stock acquisition rights
provided in (7) above or the effective date of the Corporate Reorganization, whichever comes later, andexpire upon the date of expiration of the period for the exercise of the stock acquisition rights provided in(7) above.
vi. Matters regarding the amount of capital and capital reserve to be increased as a result of the issuance ofshares upon the exercise of the stock acquisition rights
Shall be determined in accordance with the provisions of (9) above.
vii. Restriction on the acquisition of the stock acquisition rights by transfer
Acquisition of the stock acquisition rights by transfer shall be subject to approval by a resolution of theBoard of Directors of the Restructured Company.
viii. Conditions for the exercise of the stock acquisition rights
Shall be determined in accordance with the provisions of (8) above.
ix. Provisions regarding the acquisition of the stock acquisition rights
Shall be determined in accordance with the provisions of (10) above.
(13) Agreement on fractions of less than one share arising upon the exercise of stock acquisition rights
Any fractions of less than one share included in the shares issued to the Rights Holders who exercise theirstock acquisition rights shall be discarded.
(14) Date of allotment of the stock acquisition rights
December 3, 2015(15) Payment date for the stock acquisition rights
December 11, 2015(16) Certificates of the stock acquisition rights
The Company does not issue certificates of the stock acquisition rights.

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