July 16, 2009
To whom it may concern

5-2-1 Daizawa, Setagaya Ward, Tokyo
Toho Holdings Co., Ltd.
(Tokyo Stock Exchange Securities Code: 8129)
Norio Hamada, President and CEO
Contact: Mamoru Ishii, Corporate Officer andGeneral Manager of Corporate Planning Office(Tel: 03-5259-9500)

Notice of the Reorganization of Subsidiaries engaged in the Dispensing Pharmacy Business
TOHO HOLDINGS is pleased to announce that it has decided to carry out a reorganization of the Group’s dispensing pharmacy
operations as shown below, in order to realize more efficient management through the concentration of the management resourcesof subsidiaries engaged in the dispensing pharmacy business within the Toho Group.
In addition, part of the disclosure items and the presentation are omitted since this reorganization covers only the Company’s
consolidated subsidiaries and consolidated sub-subsidiaries.
1. Outline of the reorganization of subsidiaries engaged in the dispensing pharmacy business
TOHO HOLDINGS intends to execute the following reorganization of its subsidiaries and others engaged in dispensing pharmacy
operations on the effective date of October 1, 2009 as follows:(1) Corporate Split① The Company will make PharmaCluster Co., Ltd., a consolidated subsidiary of the Company, succeed to the Company’s
subsidiary management operations over Fuji Family Pharmacy Co., Ltd., through an absorption-type company split.
② The Company will make PharmaCluster Co., Ltd., succeed to the subsidiary management operations over Chuo MedicalCo., Ltd. by Ethos Inc., a consolidated subsidiary of the Company, through an absorption-type company split.
(2) Consolidation
Ethos Inc. is to effect an absorption-type merger with its wholly-owned subsidiary Toyaku Co., Ltd., and Toyaku is to bedissolved.
(3) Reorganization chart
Refer to the Appendix “Schematic Diagram of Toho Holding Group’s Dispensing Pharmacy Business in relation to theReorganization”.

2. Schedule of the reorganization(1) Corporate split of the Company’s subsidiary management operations over Fuji Family Pharmacy Co., Ltd. toPharmaCluster Co., Ltd.
①Schedule of Corporate Split
July 16, 2009
Company’s Board of Directors’ meeting to resolve an absorption-type company split
July 16, 2009
Conclusion of an absorption-type company split agreement
October 1, 2009 (planned) Date of the absorption-type company split (proposed effective date)(Note1) The Company will effect the corporate split without an approval of a shareholders’ meeting, since the corporate
split above comes under the category of a simplified absorption-type company split under Article 784, Paragraph
3 of the Companies Law. On the other hand, PharmaCluster will implement the corporate split above without anapproval of a shareholders’ meeting, since it comes under the category of a summary absorption-type company
split under Article 796, Paragraph 1 of the Companies Law.
(Note2) The corporate split above will be resolved by PharmaCluster’s Board of Directors meeting to be held on July 21,
2009 on the condition of its entry into force based on resolutions of Board of Directors meetings of bothcompanies.
②Method of Corporate Split
The corporate split above is based on an absorption-type company split whereby the Company is a split company andPharmaCluster Co., Ltd. is the succeeding company.

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③Details of Allocation upon Corporate Split
No shares of stock to be allocated upon Corporate Split because PharmaCluster is wholly owned subsidiary of TohoHoldings.
④Capital Reduction due to Corporate Split
No decrease in the Company’s capital and capital surplus due to the corporate split.
⑤Treatment of Share Options and Bonds with Share Options of the Split Company
There is no change in the share options and bonds with share options issued by Toho Holdings because of the CorporateSplit.
⑥Rights and Obligations to be Succeeded to by the Succeeding Company
PharmaCluster is to succeed from the Company the assets and liabilities and contractual status required for the execution ofoperations succeeded to through the company split.
The obligation to be succeeded by the Corporate Split shall be additionally assumed by Toho Holdings.
⑦Prospect of Fulfilling Obligation
Toho Pharmaceutical and PharmaCluster conclude that there are no doubts in fulfillment of the obligation to be borne byeach party after the effective date of the Corporate Split.
⑧Outline of Companies subject to Corporate Split
The Split Company( As of March 31, 2009 )(1) Company name
TOHO HOLDINGS CO., LTD.
Holdings company’s function, namely control and(2) Business contents
management of operating companies
September 17, 1948
(3) Establishment

The Succeeding Company( As of March 31, 2009 )PharmaCluster Co., Ltd.
Management of dispensing pharmacy
business companies
December 24, 2008

(4) Principal place of business

5-2-1 Daizawa, Setagaya Ward, Tokyo(5) Corporate representative(6) Capital

Norio Hamada / President and CEO
10,649 million yen

4-4-2 Honcho, Nihonbashi, Chuo Ward,Tokyo
Kazunari Sue / President
10 million yen(7) Number of shares issued

60,766,622 shares

200 shares(8) Net asset

77,605 million yen (Consolidated)

5 million yen (Non-consolidated)(9) Total asset

397,845 million yen (Consolidated)

21 million yen (Non-consolidated)(10) Fiscal year end

March 31

March 31(11) Major shareholders andequity holdings

Mitsubishi Tanabe Pharma Corporation 6.02%
DAIICHI SANKYO COMPANY, LIMITED
4.42％
Jaoan Trustee Services Bank., Ltd. (trust account)
4.24％
SHIONOGI & CO., LTD.
4.11％
Jaoan Trustee Services Bank., Ltd. (trust account 4G)
3.64％

TOHO PHARMACEUTICAL CO.,LTD.
100％ (Note 1)(Note1) The 100% parent company of PharmaCluster Co., Ltd. was changed to Toho Holdings Co., Ltd. on April 1, 2009, due to the shift to the holding
company structure of Toho Pharmaceutical Co., Ltd.

⑨Overview of Business Segments to be Split(i) Content of Businesses of Divisions to be Split
Management operations over Fuji Family Pharmacy(ii) Operating Results of Divisions to be Split
The Company does not have any operating result of divisions to be split.
(iii) Item and Amount of Assets and Liabilities to be Split (as of April 1, 2009)
AssetAccountBook value
Fixed asset
4,100 million yen
Total
4,100 million yen2

(2) Ethos’ corporate split of the subsidiary management operations over Chuo Medical to PharmaCluster①Schedule of Corporate Split
July 16, 2009Company’s Board of Directors meeting to approve the absorption-type company split byboth companies
July 21, 2009 (planned)
Board of Directors’ meeting to approve the absorption-type company split agreement at
both PharmaCluster and Ethos
Conclusion of an absorption-type company split agreement
October 1, 2009 (planned) Date of the absorption-type company split (proposed effective date)(Note 1) With respect to this corporate split, Ethos will effect the corporate split without an approval of a shareholders’meeting since the corporate split above comes under the category of a summary absorption-type company split
under Article 784, Paragraph 1 of the Companies Law. On the other hand, PharmaCluster will implement thecorporate split without an approval of a shareholders’ meeting, since the corporate split above comes under thecategory of a simplified absorption-type company split under Article 796, Paragraph 3 of the Companies Law.
(Note2) The corporate split above will be resolved by Board of Directors meeting of both PharmaCluster and Ethos to beheld on July 21, 2009 on the condition of its entry into force based on resolutions of Board of Directors
meetings of both companies.
②Method of Corporate Split
The corporate split above is based on an absorption-type company split whereby ETOHS Inc. is a split company andPharmaCluster Co., Ltd. is the succeeding company.
③Details of Allocation upon Corporate Split
No allocation of shares, due to the succeeding company being the 100% parent company of the split company.
④Capital Reduction due to Corporate Split
No increase or decrease in the capital and capital surplus of both the split company and the succeeding company due to thecorporate split.
⑤Treatment of Share Options and Bonds with Share Options of the Split Company
Not applicable⑥Rights and Obligations to be Succeeded by the Succeeding Companies
PharmaCluster is to succeed from Ethos the assets and liabilities and contractual status required for the execution ofoperations succeeded to through the company split.
The obligation to be succeeded by the Corporate Split shall be additionally assumed by Ethos.
⑦Prospect of Fulfilling Obligation
The Company considers that there are no problems in the prospects for fulfilling the obligations to be imposed by the split
company and the succeeding company that are due on and after the effective date of the corporate split.
⑧Outline of Companies subject to Corporate Split
The Split Company( As of March 31, 2009 )(1) Company nameETOHS Inc.
Insurance dispensing, pharmaceutical sales,(2) Business contents
home medical care services, andpharmaceutical wholesale in small lots
July 7,1993(3) Establishment(4) Principal place ofbusiness(5) Corporate representative

The Succeeding Company( As of March 31, 2009 )PharmaCluster Co., Ltd.
Management of dispensing pharmacy
business companies
December 24, 2008

(6) Capital

4-4-2 Honcho, Nihonbashi, Chuo Ward,Tokyo
Kazunari Sue / President
50 million yen

4-4-2 Honcho, Nihonbashi, Chuo Ward,Tokyo
Kazunari Sue / President
10 million yen(7) Number of shares issued

400,000 shares

200 shares(8) Net asset

660 million yen (Non-consolidated)

5 million yen (Non-consolidated)(9) Total asset

9,172 million yen (Non-consolidated)

21 million yen (Non-consolidated)(10) Fiscal year end(11) Major shareholders andequity holdings

March 31March 31

TOHO PHARMACEUTICAL CO., LTD.
100％ (Note 1)

TOHO PHARMACEUTICAL CO., LTD.
100％ (Note 2)(Note1) The 100% parent company of Ethos was changed to PharmaCluster Co., Ltd. on April 1, 2009, due to the shift to the holding company structure ofToho Pharmaceutical Co., Ltd.
(Note 2) The 100% parent company of PharmaCluster Co., Ltd. was changed to Toho Holdings Co., Ltd. on April 1, 2009, due to the shift to the holdingcompany structure of Toho Pharmaceutical Co., Ltd.

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⑨Overview of Business Segments to be Split(i) Content of Businesses of Divisions to be Split
Subsidiary management business over Chuo Medical(ii) Operating Results of Divisions to be Split (from April 1, 2008 to March 31, 2009)
Net Sales
4,103 million yen(iii) Item and Amount of Assets and Liabilities to be Split (as of March 31, 2009)
Liabilities
AssetAccountBook value
Account
Book value
Fixed asset
2,000 million yen
Current liabilities
1,750 million yen
Total
2,000 million yen
Total
1,750 million yen(3) Consolidation of Ethos Inc. with its wholly-owned subsidiary Toyaku Corp.
①Schedule of consolidation
July 16, 2009
Company’s Board of Directors meeting to approve the consolidation of both companies
July 21, 2009 (planned)

Board of Directors meeting to approve the consolidation agreement at both Ethos and Toyaku
Conclusion of the consolidation agreement

October 1, 2009 (planned) Date of consolidation (proposed effective date)(Note 1) With respect to this consolidation, Toyaku will implement the corporate split without the approval of ashareholders’ meeting, since the merger above comes under the category of a summary absorption-type merger
under Article 784, Paragraph 1 of the Companies Law. On the other hand, Ethos will implement the merger
without the approval of a shareholders’ meeting since the merger above comes under the category of a simplified
absorption-type merger under Article 796, Paragraph 3 of the Companies Law.
②Outline of the consolidation(i) Method of consolidation
Consolidation is to be carried out based on an absorption-type merger whereby Etohs is the surviving company andToyaku is the absorbed company, and Toyaku will be dissolved.
(ii) Details of the allocation concerning the consolidation and details of the calculation
No deliveries of shares and other properties shall be carried out at the time of this consolidation.
③Outline of the companies subject to consolidation
Surviving company( As of March 31, 2009 )ETOHS Inc.
Insurance dispensing, pharmaceutical sales,
home medical care services, andpharmaceutical wholesale in small lots
July 7,1993

January 21, 1982

(6) Capital

4-4-2 Honcho, Nihonbashi, Chuo Ward,Tokyo
Kazunari Sue / President
50 million yen

4-4-2 Honcho, Nihonbashi, Chuo Ward,Tokyo
Hiroki Kinoshita / President
10 million yen(7) Number of shares issued

400,000 shares

20,000 shares(8) Net asset

660 million yen (Non-consolidated)

417 million yen (Non-consolidated)(9) Total asset

9,172 million yen (Non-consolidated)

1,341 million yen (Non-consolidated)(10) Fiscal year end(11) Major shareholders andequity holdings

March 31

March 31TOHO PHARMACEUTICAL CO., LTD.
100％ (Note 1)

ETOHS Inc.

(1) Company name(2) Business contents(3) Establishment(4) Principal place of business(5) Corporate representative

Absorbed company( As of March 31, 2009 )TOYAKU Corporation
Insurance dispensing, pharmaceutical sales

100％(Note1) The 100% parent company of Ethos was changed to PharmaCluster Co., Ltd. on April 1, 2009, due to the shift to the holding company structure ofToho Pharmaceutical Co., Ltd.

4④Effects of consolidation(i) Company name(ii) Business contents(iii) Principal place of business(iv) Corporate representative(v) Directors(vi) Capital(vii)Fiscal year end

ETOHS Inc.
Insurance dispensing, pharmaceutical sales, home medical care services, andpharmaceutical wholesale in small lots
4-4-2 Honcho, Nihonbashi, Chuo Ward, Tokyo
Representative Director and President Hiroki Kinoshitat
Director and Chairman
Kazunari SueDirector
Masao Motohashi
Director
Mariko Fujiwara
DirectorKazuyuki Takahashi
DirectorKaoru Kamo
Director
Yasutaka Sarasawa
Auditor
Kunio Hashimoto
50 million yen
March 31

３．Performance outlook
Impacts from the reorganization of the Group’s dispensing pharmacy business above on the Company’s consolidated operating results
are considered insignificant.

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[Schematic Diagram of Toho Holding Group’s Dispensing Pharmacy Business in relation to the Reorganization]<Current Structure>
TOHO HOLDINGS CO., LTD

PharmaCluster Co., Ltd.

Fuji Family Pharmacy Co., Ltd

ETOHS Inc.

Chuo Medical Co., Ltd.

TOYAKU Corporation<New Structure after the Reorganization on October 1, 2009>

TOHO HOLDINGS CO., LTD

PharmaCluster Co., Ltd.

ETOHS Inc.

Fuji Family Pharmacy Co., Ltd

6Chuo Medical Co., Ltd.