June 2, 2014

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Tamagawa Holdings Co., Ltd.
Toru Masuzawa, President(JASDAQ Code 6838)
Akihiro Ushiroda,
Administration Department+81-3-6435-6933(Suspension / change of disclosure content)
Announcement concerning the Conclusion of a Business and Capital Alliance Agreement andIssuance of Stock Warrants for Private Placement and Announcement concerning
the Background to the Partial Cancellation of Series-5 Stock Warrants

In the press release "Notice concerning the Partial Payment and Partial Cancellation of Stock Warrants Issuedfor Private Placement" dated May 29, 2014 (the "Press Release"), Tamagawa Holdings announced that inconnection with the series-5 stock warrants issued for private placement (the "Stock Warrants"), payment waseffected with respect to 2,062 Stock Warrants (14.28% out of a total number of 14,439 Stock Warrants)
allotted to Mr. Yukihiro Akimoto but cancellation ensued with respect to 12,377 Stock Warrants (85.72% outof a total number of 14,439 Stock Warrants) allotted to Mr. Hikonobu Ise. Background information isprovided below.
Furthermore, in the press release dated May 8, 2014 headed "Tamagawa Holdings Co., Ltd. Announces
Conclusion of Operating Partnership and Capital Participation Agreement and Issuance of Stock Warrants forPrivate Placement," Tamagawa Holdings announced the forthcoming conclusion of a business and capitalalliance agreement among Tamagawa Holdings and Mr. Hikonobu Ise ("Mr. Ise"), Retail Branding Co., Ltd.
("Retail Branding"), and Mr. Yukihiro Akimoto ("Mr. Akimoto"), representative director and president of
Retail Branding. Because the payment of the Stock Warrants by Mr. Ise was not effected and the StockWarrants were therefore cancelled, Tamagawa Holdings has announced the dissolution of the business andcapital alliance agreement respectively concluded among the parties.

1. Background to the partial cancellation of the Stock Warrants
On May 27, 2014, two days before the scheduled payment due date, Tamagawa Holdings unexpectedly
received through Mr. Akimoto notice from Mr. Ise to the effect that the payment by Mr. Ise for the Stock
Warrants would not be made on grounds of reservations entertained by the persons concerned at Ise Foods
Inc. ("Ise Foods") concerning the conclusion of the business and capital alliance agreement including thepayment of the exercise price of the Stock Warrants by Mr. Ise. The representative director and presidentof Tamagawa Holdings, Toru Masuzawa, together with Mr. Akimoto, subsequently entered intoconsultations with Mr. Ise and Ise Foods in the course of which Mr. Ise was repeatedly asked to perform
payment of the issuance price of the Stock Warrants. Although Mr. Ise did reconsider and expressed intent
to effect payment of the issuance price of the Stock Warrants as scheduled, ultimately the said payment ofthe issuance price of the Stock Warrants by Mr. Ise was not effected and the Stock Warrants were thus
cancelled as announced in the Press Release dated May 29, 2014. Payment of the issuance price of theStock Warrants by Mr. Akimoto was effected as scheduled following consultations between Mr. Akimotoand the persons concerned at Ise Food.

12. Dissolution of the business and capital alliance agreement and conclusion of a business allianceagreement with ISE PowerAs described in the foregoing, Tamagawa Holdings dissolved the business and capital alliance agreementwith Mr. Ise and Mr. Akimoto due to failure of Mr. Ise to effect payment for the Stock Warrants. However,consultations continue between Tamagawa Holdings and the persons concerned regarding the acquisition
by Tamagawa Holdings of shares in ISE Power. Further steps will be announced upon finalization.
In the deliberations with Retail Branding concerning future steps, as a general direction it was confirmedthat the framework for solar energy power plant operations at ISE Power (where Mr. Akimoto serves asrepresentative director and Mr. Ise as chairman) is to be maintained. On this basis, consultations were heldalso with Mr. Ise and the persons concerned at Ise Foods. As a result, dated May 30, 2014, a businessalliance agreement was concluded with ISE Power as announced by Tamagawa Holdings in today's"Notice concerning the Conclusion of a Business Alliance Agreement with ISE Power Co., Ltd."

3. Change concerning nomination as director
With regard to arrangements made concerning the nomination of Mr. Akimoto as a new director candidate(external director candidate), as announced in the press release dated May 23, 2014, "Notice concerning
Tentative Decision on Change of Representative Director and a New Management Structure," Mr.
Akimoto has withdrawn from the said nomination. Although Mr. Akimoto has underwritten the Stock
Warrants of Tamagawa Holdings and will be extending his cooperation in the solar energy power
operations of Tamagawa Holdings, his withdrawal was tendered with consideration of the circumstances
regarding Mr. Ise and the persons concerned at Ise Foods as described above in "1. Background to thepartial cancellation of the Stock Warrants." In light of the above, the arrangements for the nomination
were voided pursuant to a decision of the board of directors' meeting of Tamagawa Holdings convened
today.

4. Outlook
Concerning the effect of these events on the business results of Tamagawa Holdings Group, noinformation is currently available. Public announcements will be made in a timely manner when mattersrequiring disclosure arise.
Notably, the partial cancellation of the Stock Warrants gives rise to diminished procurement of funds andchanges in the application of the funds. Projections for funding plans and business plans will beannounced in a timely manner upon finalization.

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