This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 3167
June 8, 2016

To our shareholders:
Katsuhiko Tokita
President & CEO

TOKAI Holdings Corporation
2-6-8 Tokiwa-cho, Aoi-ku, Shizuoka City, Shizuoka Prefecture, JapanNOTICE OF THE 5TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 5th Ordinary General Meeting of Shareholders of TOKAI Holdings
Corporation (the “Company”), which will be held as described below.
Please note that if you are unable to attend on the day itself, you can exercise your voting rights using anyof the following methods. We would ask that you examine the Reference Documents for the General
Meeting of Shareholders and vote before the close of the Company's business day (5:45 p.m.) on
Thursday, June 23, 2016.
[In the case of voting by post]
Please indicate your approval or disapproval of the proposals on the enclosed voting form, and return it sothat it arrives no later than the above voting deadline.
[In the case of voting via the Internet]
Please access the voting website (http://www.web54.net) using the voting code and password shown on
your voting form, and enter your approval or disapproval of the proposals following the instructions on
your screen before the close of the Company's business day (5:45 p.m.) on Thursday, June 23, 2016.
For information on voting via the Internet, please see "Guide to Voting via the Internet." (Japanese only)◇
1. If it becomes necessary to revise the Business Report, Consolidated Financial Statements, NonConsolidated Financial Statements, or Reference Documents for the General Meeting of Shareholders,
the revised information will be posted to our corporate website (http://tokaiholdings.co.jp/ir/).
2. If attending in person, please bring your voting form with you and present it at the reception.

1

Meeting Details
1.

Date and time:

Friday, June 24, 2016 at 10:00 a.m. (Japan Standard Time)

2.

Venue:

Aoi Tower
GRANDAIR, Bouquet TOKAI "Symphony" on the fourth floor
17-1 Kouyamachi, Aoi-ku, Shizuoka City, Shizuoka Prefecture, Japan

3.

Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 5th Term (from April 1,2015 to March 31, 2016), as well as the results of audit of the Consolidated Financial
Statements by the Accounting Auditor and the Audit and Supervisory Board
2.

Non-Consolidated Financial Statements for the 5th Term (from April 1, 2015 to March 31,
2016)

Items to be resolved:
Proposal 1:
Distribution of dividends of surplus

4.

Proposal 2:

Partial amendments to the Articles of Incorporation

Proposal 3:

Election of ten (10) Directors

Proposal 4:

Determination of the amounts and contents of stock-based compensation for
Directors

Matters to be resolved at the meeting(1) If approval or disapproval is not indicated on the voting form, it shall be deemed to indicate
approval.
(2) If voting is carried out multiple times via the Internet, the vote exercised last shall be deemedvalid.
(3) If voting is carried out both via voting form and via the Internet, the Internet vote shall be deemedvalid.

5. Other matters relating to this Notice
Of the materials the Company must provide along with this convocation notice, Notes to Consolidated
Financial Statements and Notes to Non-Consolidated Financial Statements are provided on the Company
website (http://tokaiholdings.co.jp/ir/library/meeting.html) based on laws and regulations and inaccordance with the provisions of Article 16 of the Company’s Articles of Incorporation, and are
therefore omitted from the supplemental materials in this Notice.
The Consolidated Financial Statements and Non-Consolidated Financial Statements provided asattachments to this Notice constitute portions of the consolidated financial statements and nonconsolidated financial statements audited by the Accounting Auditor and Audit & Supervisory Board
Members in the course of preparing the audit report.

2

Reference Documents for the General Meeting of Shareholders

Proposals and reference matters

Proposal 1:

Distribution of dividends of surplus

Matters related to year-end dividends
Taking into account earnings and economic conditions and from the standpoint of paying ongoing
dividends to shareholders, with steady improvement in earnings and finances, the Company wishes toincrease the year-end dividend for the fiscal year under review as follows.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
8 yen per common share of the Company (a 2-yen increase compared with the end of theprevious fiscal year)
Total amount of dividends: 905,533,744 yen(3) Effective date of distribution of dividends of surplus
June 27, 2016

3

Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for changes
Along with full deregulation of electrical power, the Company group aims to enter the electrical
power industry, necessitating changes to items dealing with Purpose in Article 2 of the Current
Articles of Incorporation.
2. Details of the amendments
The details of the changes are as follows:(Amended parts are underlined)
Proposed amendments
Article 2 (Purpose)

Current Articles of Incorporation
Article 2 (Purpose)
The Company aims to control/manage thebusiness activities of firms conducting thefollowing operations, or foreign firms
conducting corresponding operations, byholding shares or equity in said firms.

The Company aims to control/manage thebusiness activities of firms conducting thefollowing operations, or foreign firms
conducting corresponding operations, byholding shares or equity in said firms.

(1)

(1)

(2)

(Omitted)
Operations relating to the general gas
business, the simplified gas business,the gas pipeline business, thewholesale gas business, and the
supply of electrical power and steam.

(3)-(44)(2)(Omitted)(Unchanged)
Operations relating to the general gas
business, the simplified gas business,the gas pipeline business, thewholesale gas business, renewableenergy power generation, and the
supply, sale, and such of electrical
power and heat.

(3)-(44)

4(Unchanged)

Proposal 3:

Election of ten (10) Directors

The terms of office of all ten (10) Directors expire at the conclusion of this Ordinary General
Meeting of Shareholders. Accordingly, the Company proposes the election of ten (10) Directors,
including reelection of those nine (9) Directors and election of one (1) new Director.
The candidates for Directors are as follows:

No.

Name (Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

April 1968

1

Katsuhiko Tokita(April 6, 1945)

Joined Ministry of International Trade andIndustry (currently Ministry of Economy, Tradeand Industry)
June 1992
Director of General Coordination Division,
Director-General's Secretariat, Agency for
Natural Resources and Energy
July 1996
Director-General of Bureau of Equipment of
Defense Agency
June 1998
Director-General of Small and Medium
Enterprise Agency
September 1999 Member of the Board of Japan National Oil
Corporation
September 2002 Adviser of TOKAI CORPORATION
June 2003
Representative Director and Vice President of
TOKAI CORPORATION
June 2005
Representative Director and President of TOKAICORPORATION
June 2008
Representative Director and Vice Chairman of
TOKAI CORPORATION
October 2009
Representative Director, Chairman and CEO of
TOKAI CORPORATION
April 2011
Representative Director and President and CEOof the Company (present position)
April 2011
Representative Director and President of TOKAI
Communications Corporation (present position)
June 2011
Representative Director and Chairman of TOKAICORPORATION
April 2012
Representative Director and President of TOKAICORPORATION
April 2012
Representative Director and Chairman of TOKAI
Cable Network Corporation (present position)
April 2012
Chairman of TOKAI (Shanghai) Trade &Commerce Co., Ltd.
April 2013
Representative Director and Chairman of TOKAIGAS CORPORATION (present position)
October 2013
Representative Director and Chairman of TOKAIManagement Service Corporation (present
position)
April 2016
Representative Director and Chairman of TOKAICORPORATION (present position)

Number oftheCompany’s
sharesowned

5

312,730

No.

2

Name (Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Takanori Mamuro(September 4, 1952)

April 1975
Joined The Industrial Bank of Japan, Limited
December 1994 Executive Secretary of TOKAI CORPORATION
June 2001
General Manager of Financial Corporation
Planning Division of Mizuho Holdings, Inc.
April 2003
General Manager of Human Resources Divisionof TOKAI CORPORATION
June 2004
Director of TOKAI CORPORATION
May 2005
Managing Director of TOKAI CORPORATION
June 2008
Director, Senior Operating Officer and General
Manager of Administration Headquarters of
TOKAI CORPORATION
April 2010
Director, Executive Operating Officer andGeneral Manager of Administration
Headquarters of TOKAI CORPORATION
April 2011
Director, Executive Operating Officer andGeneral Manager of Administration
Headquarters of the Company
April 2012
Representative Director, Executive Operating
Officer of the Company
April 2015
Representative Director, Vice President of theCompany
April 2016
Representative Director of the Company (present
position)
April 2016
Representative Director and Chairman of TOKAICity Service Corporation (present position)
April 2016
Representative Director and Chairman of TOKAI
Life Plus Corporation (present position)

6

Number oftheCompany’s
sharesowned

110,500

No.

Name (Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Number oftheCompany’s
sharesowned

April 1985
October 2009

3

4*

Hidetsugu Mizoguchi(November 20, 1961)

Joined TOKAI CORPORATION
General Manager of Planning and Research
Division of TOKAI CORPORATION
December 2009 Operating Officer and in charge of Planning andResearch Division of TOKAI CORPORATION
November 2010 Operating Officer and in charge of Group
Consolidation General Promotion Office andPlanning and Research Division of TOKAICORPORATION
April 2011
Director, Senior Operating Officer and Deputy
General Manager of Corporate Planning Divisionof the Company
April 2012
Director, Senior Operating Officer and Deputy
General Manager of Corporate Planning Division
and General Manager of Marketing Division of
the Company
October 2013
Director, Senior Operating Officer and Deputy
General Manager of Corporate Planning Divisionof the Company
April 2015
Director, Senior Operating Officer and General
Manager of Corporate Planning Division of theCompany
April 2016
Director, Senior Operating Officer and General
Manager of Business Development Promotion
Division of the Company (present position)

24,384

Kazuhiro Maruyama(October 29, 1960)

April 1983
Joined TOKAI CORPORATION
September 2010 General Manager of Planning and Research
Division, in charge of Earnings Management
Division of TOKAI CORPORATION
April 2011
Operating Officer, in charge of Corporate
Accounting Division and Earnings Management
Division of the Company
April 2014
Senior Operating Officer, in charge of Corporate
Management Division and General Manager ofCorporate Accounting Division of the Company
April 2015
Senior Operating Officer, General Manager ofCorporate Management Division and Corporate
Accounting Division of the Company (present
position)

26,315

7

No.

Name (Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

April 1974
June 1998
June 2003
June 2008
June 2009
June 2009
April 20115

Shingo Takahashi(December 10, 1951)

April 2012
June 2012
April 2015
April 2015
April 2015
April 2015
April 2016
April 2016
April 1982
April 1995
June 2008
April 2011
April 2015

6

Katsuo Oguri(February 10, 1959)

April 2015
April 2015
April 2015
June 2015
April 2016

Number oftheCompany’s
sharesowned

Joined TOKAI CORPORATION
Director of TOKAI CORPORATIONManaging Director of TOKAI CORPORATION
Senior Operating Officer of TOKAICORPORATION
Director, Executive Operating Officer of TOKAICORPORATION
Representative Director and President of
JOYNET Co., Ltd.
Representative Director and Vice President of
TOKAI CORPORATION
Representative Director, Vice President of
TOKAI CORPORATION
Director of the Company
Representative Director of the Company
Representative Director and Chairman ofBouquet Tokai Mishima Corporation
Representative Director and Chairman of TOKAICity Service Corporation
Representative Director and Chairman of TOKAI
Life Plus Corporation
Representative Director and President of TOKAIGAS CORPORATION (present position)
Director of the Company (present position)

151,471

Joined TOKAI CORPORATIONHead of Chuen Branch of TOKAICORPORATION
Operating Officer of TOKAI CORPORATIONManaging Director of TOKAI CORPORATION
Representative Director, Vice President of
TOKAI CORPORATION
Executive Operating Officer of the Company
Representative Director and Chairman of Energy
Line Corporation (present position)
Representative Director and President of
JOYNET Co., Ltd. (present position)
Director of the Company (present position)
Representative Director and President of TOKAICORPORATION (present position)

38,3508

No.

Name (Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

April 1980
January 2001

Joined TOKAI CORPORATION
Director of Tokai Broadband Communications
Co., Ltd.
Managing Director of TOKAI Communications
Corporation
Executive Director of TOKAI Communications
Corporation
Representative Director and Executive Officer of
TOKAI Communications Corporation
Representative Director, Vice President of
TOKAI Communications Corporation
Director of the Company (present position)
Representative Director, President of TOKAI
Cable Network Corporation (present position)

81,402Joined TOKAI CORPORATION
General Manager of Security Net Business
Division of TOKAI CORPORATION
June 2008
Operating Officer and General Manager ofSecurity Net Business Division of TOKAICORPORATION
September 2010 Operating Officer and in charge of New Business
Development Division of TOKAICORPORATION
April 2011
Director, Senior Operating Officer and in chargeof New Business Development Division of theCompany
April 2012
Director, Senior Operating Officer and in chargeof overseas business of the Company
April 2012
Director of TOKAI (Shanghai) Trade &Commerce Co., Ltd.
April 2014
Director of the Company (present position)
May 2015
Representative Director, Vice President of
TOKAI Communications Corporation (present
position)

23,252October 2005
June 2008
7

Yasuhiro Fukuda(December 25, 1957)

Number oftheCompany’s
sharesownedJune 2010
April 2011
April 2011
April 2013
April 1983
May 2008

8

Mitsuhaya Suzuki(August 21, 1957)

April 1971
April 1999

9

Kenichi Kobayashi(January 10, 1948)

June 2001
June 2003
June 2005
June 2010
April 2011
June 2015

Joined Shizuoka Bank, Ltd.
Operating Officer and General Manager ofMarketing Division of Head Office of Shizuoka
Bank, Ltd.
Senior Operating Officer of Shizuoka Bank, Ltd.
Director and Senior Operating Officer of
Shizuoka Bank, Ltd.
Representative Director and President of
SHIZUGIN LEASE Co., Ltd.
Director of TOKAI CORPORATION
Director of the Company (present position)
Outside Audit & Supervisory Board Member of
Beyonz. Co., Ltd. (present position)

9

0

No.

Name (Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

April 1964
June 1995
June 1998

10

Masahiro Sone
(July 27, 1940)

June 2005
June 2009
June 2011
June 2013

Joined Fuji Television Network, Inc.
Director of Fuji Television Network, Inc.
Executive Director of Shizuoka Telecasting Co.,
Ltd.
Representative Director and President of
Shizuoka Telecasting Co., Ltd.
Representative Director and Chairman of
Shizuoka Telecasting Co., Ltd.
Director and Corporate Counselor of Shizuoka
Telecasting Co., Ltd.
Director of the Company (present position)

Number oftheCompany’s
sharesowned

0Notes:
1. An asterisk (*) represents a new Director candidate.
2. Kenichi Kobayashi and Masahiro Sone are candidates for Outside Director.
3. We have made Katsuhiko Tokita, Takanori Mamuro, Hidetsugu Mizoguchi, and Kazuhiro Maruyama, who haveabundant experience as Directors in group companies, candidates for Director as we expect the candidates tocontribute to the further development of the group.
4. Shingo Takahashi, Katsuo Oguri, Yasuhiro Fukuda, and Mitsuhaya Suzuki are engaged as Representative
Directors of group companies, and we have made them candidates for Director as we expect them to be able tospeak from a professional standpoint in various businesses.
5. Kenichi Kobayashi and Masahiro Sone have been nominated as candidates for Outside Director, given the
viewpoint that management of the Company will benefit from their extensive experience and substantial
knowledge relating to corporate management.
6. There are no special interests between any of these candidates and the Company.
7. Kenichi Kobayashi currently serves as Outside Director of the Company, and as of the conclusion of thisOrdinary General Meeting of Shareholders, he will have served as Outside Director for five years and threemonths.
8. Masahiro Sone currently serves as Outside Director of the Company, and as of the conclusion of this Ordinary
General Meeting of Shareholders, he will have served as Outside Director for three years.
9. The Company has designated and registered Kenichi Kobayashi and Masahiro Sone as Independent Officers as
stipulated by the Tokyo Stock Exchange.

10

Proposal 4:

Determination of the amounts and contents of stock-based compensation for
Directors

1. Reasons for the proposal and reasonability thereofWith regards to the compensation of the Company's Directors, Executive Officers, Administrative
Officers, and the Directors and Administrative Officers of some of the Company's subsidiaries (excluding
Outside Directors; "Executives" below), the Company wishes to introduce a new stock-based
compensation system (BBT; Board Benefit Trust; "the System" below), and to that end we would ask foryour approval of Director compensation. The aim of the introduction of the System is to raise awarenessin order to contribute to increasing enterprise value and increasing earnings over the medium to long termby more clearly linking the earnings and share price of the Company, having Executives share withshareholders not only the benefits of share price increases, but the risk of share price declines.
Under the System, the Company contributes an appropriate amount of money to the BBT for theoperation of the System, and the BBT uses this money as funds to acquire shares of the Company. As ageneral rule, when Executives retire, shares of the Company and funds corresponding to the value of theshares on the retirement date ("Shares of the Company" below) are paid in accordance with executive
stock-based compensation rules stipulated by the Company and Company subsidiaries covered by the
System. In view of the above aims and the contents described below, we judge the contents of the
proposal to be reasonable.
With this proposal, we request the approval of the amounts (upper limits) and contents of compensationand such to be paid to Directors of the Company who are Executives for three fiscal years including theyear ending at the end of March 2017 as part of new stock-based compensation tied to earnings in aframework that is separate from compensation and such for Company Directors (no more than 350
million yen annually, but excluding employee salaries, compensation from consolidated subsidiaries, andsuch) approved at the Ordinary General Meeting of Shareholders held on June 28, 2012. In addition, it is
proposed that the details of the System be left to the discretion of the Board of Directors within theframework in 2. below.
It should be noted that, if the 10 Directors in Proposal 3 are elected at this General Meeting of
Shareholders, then the number of Company Directors covered by the System shall be eight Directors,
excluding the two Outside Directors.

2. Amounts (upper limits) and contents of compensation in the System(1) Overview of the System
The System is a stock-based compensation system whereby the Company contributes an appropriate
amount of money to a trust (the trust established based on the System shall be referred to as "the Trust")
and the Trust uses this money as funds to acquire shares of the Company. Shares of the Company are paid
to Executives in accordance with executive stock-based compensation rules stipulated by the Company
and Company subsidiaries covered by the System. In principle, Executives shall receive payment of
Shares of the Company when they retire.
(2) Persons covered by the System
The Company's Directors, Executive Officers, Administrative Officers, and the Directors andAdministrative Officers of some of the Company's subsidiaries (excluding Outside Directors; Audit &Supervisory Board Members are not covered by the System)(3) Upper limits and Calculation method for the number of Shares of the Company extended to
Executives

11

Executives shall be assigned a number of points each fiscal year based on executive stock-based
compensation rules and determined according to position, earnings performance, and such.
The total number of points per fiscal year to be given to Executives shall be no more than 140,000 points
in total, including a 20,000-point allotment for Company Directors and a 120,000-point allotment for
Executive Officers, Administrative Officers, and Directors of subsidiaries of the Company covered by the
System. This shall be determined by taking into comprehensive account current executive compensation
payment levels, trends in the number of Executives, the outlook going forward, and such, and gauged tobe appropriate. For points assigned to Executives, at the time of payment of Shares of the Company in (6)below, each point shall be converted into one ordinary share of the company (if, after approval byshareholders at this General Meeting of Shareholders, there are stock splits, gratis allotment of shares,
reverse stock splits, or the like, the conversion ratio shall be adjusted in a reasonable manner in keepingwith the ratios and such).
The number of points for Executives that is the basis for paying Shares of the Company in (6) below shallbe fixed using the total number of points assigned to the executive up until the time of retirement ("Fixed
Number of Points" below).

(4) Acquisition method for shares of the Company
The acquisition of shares of the Company by the Trust, with the money contributed in (5) below, shall be
carried out via the stock market or by undertaking the disposal of treasury stock.
For the Initial Coverage Period (defined in (5) below), after the establishment of the Trust (planned for
September 1, 2016), the Trust shall acquire shares to pay the Executives up to an upper limit of 420,000
shares without delay. We will give notice anew regarding the details of the methods by which the Trust
acquires the shares of the Company, as soon as determined.

(5) BBT amounts and number of shares acquired
On condition that this proposal is approved, the Company shall configure the Trust and contribute thefunds needed a certain period ahead of time to acquire the number of shares that can reasonably be
expected to be required for the Trust to pay Shares of the Company in keeping with (3) above and (6)below. In keeping with (4) above, the Trust shall acquire shares of the Company using money contributedby the Company as funds.
Specifically, for the three-year period from the fiscal year ending at the end of March 2017 to the fiscal
year ending at the end of March 2019 ("the Initial Coverage Period" below), funds shall be contributed
and the Trust shall be configured with necessary funds of 500 million yen (of which 72 million yen for
the allotment of Directors in the Company and 428 million yen for the allotment for Executive Officers
and Administrative Officers of the Company, and Directors and such of group firms covered by the
System) for the Initial Coverage Period as an upper limit.
It should be noted that even after the completion of the Initial Coverage Period, until the System ends, inprinciple the Company shall, every three fiscal years, make an additional contribution to the Trust up to
an upper limit of 500 million yen (of which 72 million yen for the allotment of Directors in the Company
and 428 million yen for the allotment for Executive Officers and Administrative Officers of the Company,
and Directors and such of group firms covered by the System) for the following three fiscal years ("theFollowing Coverage Period" below). However, when making additional contributions, when there arefunds and shares of the Company remaining in the Trust ("Remaining Shares" below) on the day
immediately before the Following Coverage Period for which the additional contribution is to be madebegins (excluding uncompleted payment of shares for Executives corresponding to the number of points
that have been assigned to them), the Remaining Shares shall be applied as funds for payment based on
the System for the Following Coverage Period, and shall be deducted from the 500 million yen (of which
72 million yen for the allotment of Directors in the Company and 428 million yen for the allotment for
Executive Officers and Administrative Officers of the Company, and Directors and such of group firms

12covered by the System) upper limit to the Company's additional contribution for the Following Coverage
Period, using the fair value of shares of the Company as of the day immediately before the Following
Coverage Period. When the Company decides to make an additional contribution, it shall disclose this ina timely and appropriate manner.

(6) Timing of payment of Shares of the Company
When Company Executives retire, if they meet the requirements for beneficiaries established in executive
stock-based compensation rules, they can receive company stock in an amount corresponding to the Fixed
Number of Points from the Trust after they retire by going through the required beneficiary confirmation
procedures. However, in addition to beneficiary requirements, if retiring Executives meet otherrequirements established in the executive stock-based compensation rules, a fixed proportion of thenumber of points assigned to the executive, in lieu of payment of shares of the Company, they may be
paid in funds corresponding to the fair value of the stock of the Company at the share price prevailing on
the date of retirement. In some cases the Trust may dispose of shares of the Company in order to pay out
funds.

13