NOTICE TO SHAREHOLDERS RESIDENT IN THE UNITED STATES:This press release relates to a proposed business combination which involves the securities of a foreigncompany. It is subject to disclosure requirements of a foreign country that are different from those in theUnited States. Financial statements included in the document, if any, have been prepared in accordance withforeign accounting standards that may not be comparable to the financial statements of United Statescompanies.
It may be difficult for any U.S. shareholder to enforce his rights and any claim he may have arising under thefederal securities laws, since the issuer is located in a foreign country, and some or all of its officers anddirectors may be residents of a foreign country. Such U.S. shareholder may not be able to sue a foreigncompany or its officers or directors in a foreign court for violations of the U.S. securities laws. It may bedifficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

September 26, 2003

TOKYU CORPORATION
Representative: Kiyofumi Kamijo,
President & Representative Director(Code No.9005, Tokyo Stock Exchange First Section)
Tokyu Tourist Corporation
Representative: Norihiko Nomizo,President & Representative Director(Code No.9727, Tokyo Stock Exchange First Section)

Tokyu Tourist Corporation to become a wholly-owned
subsidiary through share exchange
The Boards of Directors of Tokyu Corporation (hereinafter referred to as “Tokyu”) andTokyu Tourist Corporation (hereinafter referred to as “Tokyu Tourist”), at meetings
held on September 26, 2003, resolved to privatize Tokyu Tourist as a wholly owned
subsidiary of Tokyu through a share exchange, and the two companies signed a shareexchange agreement accordingly.
Subject to approval at an extraordinary general meeting of shareholders of Tokyu
Tourist scheduled for November 27, 2003, the share exchange is scheduled to take place
on January 1, 2004. In accordance with the provisions of Article 358 (Simplified
Share Exchange) of the Commercial Code of Japan, Tokyu Corporation will not seek
approval for the transaction at a general shareholders meeting.
Transaction details
1.

Purposes of making Tokyu Tourist a wholly owned subsidiary through shareexchange

Tokyu formulated its Tokyu Group Management Policy in April 2000 and has up to thepresent time pursued a comprehensive reorganization of its group operational structure
through a policy of “selection and concentration”, revising its group management
structure while pursuing a growth structure focused on developing businesses along andaround its railway lines. In addition, in order to ensure implementation of Groupbusiness policies and a shift to a consolidated management of the group, Tokyu
formulated its two-year medium-term business plan in March 2003.
Tokyu Tourist was established to develop the travel and the dining and lodging businessof the Tokyu Group nationwide as one of the pillars of the Group’s tourism and leisurebusiness, and became one of the major companies in the tourism industry spreading theTokyu brand name throughout Japan. However, factors such as a shift from group to
individual travel, the development of IT leading to consumers bypassing travel agents,
stiffer competition in the industry and the accompanying lower profitability, along withweak demand in recent years as a result of terrorism overseas and other issues, have led
to lower sales revenue. In recent years Tokyu Tourist has incurred continued operating
losses, has integrated and closed unprofitable outlets, made staff and other cost cuts,
spun-off companies to focus on areas of strength and has moved to raise businessefficiency through a series of business reform plans; Tokyu has also supported Tokyu
Tourist through purchases of newly issued shares and other measures.
As the value of maintaining a stock exchange listing for Tokyu Tourist has declined,
Tokyu and Tokyu Tourist have resolved that it is appropriate that Tokyu Tourist
become a wholly-owned subsidiary of Tokyu for the following purposes:
1. To invest management resources in Tokyu Tourist’s high competencebusiness areas and increase business efficiency to remain competitive in thetourism industry.
2. To reorganize Tokyu Tourist’s sales and marketing network and deepen its
business relationships both within and outside the Tokyu Group to enhance
the Group performance.
3. To permit Tokyu to take a leading role in ensuring quick management
decision-making and implementing effective capital policy to accomplish
reform plans.
In the future, the business of Tokyu Tourist will be restructured in line with the Tokyu
Group’s business implementation policy of “selection and concentration”. In particular,in pursuit of expanded income from the Group’s travel, hotel and resort businesses a
management structure will be established to respond flexibly and proactively to changes
in the business environment. At the same time, through restructuring and efficient use ofTokyu Tourist’s network, Tokyu will develop the strengths of Tokyu Tourist throughbusiness tie-ups with Group and other companies in the Group’s core business areas,
mainly along its railway lines and in Greater Tokyo. Through such avenues, Tokyu aims
to expand the corporate value of the Tokyu Group.
2. Terms and conditions of share exchange(1) Schedule for share exchange
September 26, 2003

Approval of the share exchange
agreement by the board of directors ofboth companies.

September 26, 2003
November 27, 2003 (tentative)

January 1, 2004 (tentative)(2) Share exchange ratio
Name of company

Execution of the Share Exchange
Agreement
Extraordinary general meeting of theshareholders of Tokyu Tourist (approvalof the Share Exchange Agreement)
Date of Share exchange

TOKYU(Wholly owningparent company)

Tokyu Tourist(Wholly owned subsidiary)

10.16

Share exchange ratio

Notes:1. Share exchange ratio
0.16 common shares of Tokyu stock will be exchanged for each common share ofTokyu Tourist stock and distributed to each existing shareholder of Tokyu Tourist(however there will be no allocation and exchange in respect of 28,053,695 commonshares or 16,700,000 “deferred shares” (common shares with subordinated dividendrights) of Tokyu Tourist already owned by Tokyu).
2. Basis of calculation of share exchange ratio
Tokyu had the share exchange ratio calculated by KPMG Corporate Finance K.K.,
and Tokyu Tourist by Deloitte Tohmatsu Corporate Finance Co., Ltd. Taking theresults of those calculations into consideration, Tokyu and Tokyu Tourist determined
and agreed upon the above ratio.
3. Results, methods, and bases of calculation by third parties
KPMG Corporate Finance K.K. calculated the assumed value of the shareholders’equity of each company by using a composite of the market value method, discounted
cash flow (DCF) method, the adjusted present value method, and the adjusted bookvalue method, and computed the share exchange ratio accordingly.
Deloitte Tohmatsu Corporate Finance Co., Ltd. calculated the share exchange ratio byusing a composite of the market value method, the comparable company method, andthe DCF method.
4. Number of new shares to be issued pursuant to share exchange
Tokyu will exchange shares using 3,589,954 treasury shares, and therefore no newshares will be issued.
(3) Cash consideration for share exchange
No cash consideration will be distributed in connection with the share exchange.

3. Outline of the parties involved in the share exchange
Data for Tokyu as of March 31, 2003; for Tokyu Tourist as of June 30, 2003.
(1) Trade name

Tokyu
(Parent company)

Tokyu Tourist(Wholly owned subsidiary)(2) Line of business

Railroad business, and real estatebusiness(3) Date ofincorporation(4 ) Headquarters(registered office)(5) Name ofrepresentative(6) Capital

September 2, 1922

Tourism-related business, commodity retailbusiness, restaurant business, and real estatebusiness
January 31, 1956

5-6 Nanpeidai-cho,Shibuya-ku, Tokyo
Kiyofumi Kamijo
President and Representative Director
108,819 million yen

3-8-1 Higashiyama,
Meguro-ku, Tokyo
Norihiko Nomizo
President and Representative Director
6,063 million yen(7) Number of issued 1,140,970 thousand sharesand outstanding shares(rounded down tonearest thousand)

67,190 thousand shares(of which deferred shares constitute16,700 thousand)(8) Shareholders’equity(9) Total assets

273,182 million yen

1,266 million yen

1,616,202 million yen

23,543 million yen(10) Fiscal year end(11) Number ofemployees(12) Names andshareholdings ofmajor shareholders(%)

March 31
3,744

December 31
1,674

The Dai-Ichi Mutual Life Insurance Co.
7.23%
Nippon Life Insurance Co. 6.89%

Tokyu Corporation 66.61%(of which deferred shares constitute 24.85%)
Nippon Life Insurance Co. 2.05%

Mizuho Corporate Bank, Ltd. 3.58%
The Chuo Mitsui Trust and Banking Co.,
Ltd. 3.30%
The Master Trust Bank of Japan, Ltd.
(Trust accounts) 3.25%
Bank of Tokyo-Mitsubishi, Ltd.

Tokyu Logistic Co., Ltd. 1.60%
Tokyo Tsuun Co., Ltd. 1.53 %(13) Correspondentbanks

The Tokio Marine and Fire Insurance Co., Ltd.
1.49%
Resona Bank, Ltd.

The Chuo Mitsui Trust & Banking Co., Ltd. Bank of Tokyo-Mitsubishi, Ltd. and others
and others(14) CapitalRelationships
between parties

Tokyu holds 66.61% of all issued and outstanding Tokyu Tourist shares (common shares 41.76%,deferred shares 24.85%).

4. Business performance for the last three fiscal years(millions of yen)
Fiscal Years ended:

Revenue fromoperations
Operating income
Recurring profit
Net income
Net income pershare (yen)Annual dividend pershare (yen)Shareholders' equity
per share (yen)Tokyu(Wholly owning parent company)
March 2001 March 2002
March 2003

Tokyu Tourist(Wholly owned subsidiary)
December
December
December
20002001
2002

292,499

301,959

297,84530,980

28,425

26,831

46,33318,443
6,997

42,196
17,473
7,656

49,74930,544
6,950

(185)
129
27

(1,645)(1,376)(1,105)

183
258
(96)

6.37

6.86

6.07

0.48

(19.51)(1.67)

5.00

5.00

5.00

---

226.55229.19239.64

26.11

4.87

6.37

5. Future outlook after the share exchange(1) Trade name, line of business, headquarters location, and corporate representative
There will be no change in the trade name, line of business, headquarters location,or corporate representative of either company from the corresponding entries foundabove in “3. Outline of the parties involved in the share exchange.”(2) Amount of capital of Tokyu
Tokyu’s capital will not increase as a result of the share exchange.
(3) Effects on business performance
Because Tokyu Tourist is currently a consolidated subsidiary of Tokyu, the shareexchange and conversion to a wholly-owned subsidiary will not affect theconsolidated performance of Tokyu in the current fiscal year. In the future, as awholly-owned subsidiary, the business of Tokyu Tourist will be restructured,
management efficiency raised and the efficiency of Tokyu Tourist’s network will berapidly improved; this can be expected to result in an improvement to Tokyu’s
consolidated business results.