May 13, 2016
Company name: Ashikaga Holdings Co., Ltd.
Representative: Masanao Matsushita, President
and Chief Executive Officer(Code number: 7167 FirstSection, Tokyo Stock Exchange)
Notice Regarding Abolition of the Executive Retirement Benefits Program,and Introduction of Stock Options as Stock-based Compensation
Ashikaga Holdings Co., Ltd. (“the Company”) resolved at the board of directors today as follows tosubmit a proposal for introduction of stock options as stock-based compensation (“the Stock Options”) for
the Company's directors after the business integration between the Joyo Bank, Ltd. (“Joyo”) and theCompany (“the Business Integration”) to the ordinary general meeting of shareholders to be held on
June 28, 2016, while to abolish the executive retirement benefits program.
In addition, the Business Integration is subject to obtaining resolution at the ordinary general meeting of shareholders
scheduled to be held on June 28, 2016 and approval, etc. of the relevant authorities.
Description
1. Abolition of the Executive Retirement Benefits Program
The Company will abolish the executive retirement benefits program upon the close of the ordinary general meeting ofshareholders to be held on June 28, 2016. It is to be noted that the retirement benefits for such executives’ work during
their years of service, up to the close of the ordinary general meeting of shareholders shall be paid in a lump sum at thetime of retirement of respective executive.
2. Outline of the Stock Options as Stock-based Compensation
The Company will fulfill the Business Integration with Joyo through a share exchange and transition to the company
with audit and supervisory committee on October 1, 2016, subject to the approval, etc. of the general shareholders
meeting to be held on June 28, 2016.
The Company will allot the Stock Options which exercise price is 1 yen for directors (except directors who are the audit
and supervisory committee members) after the Business Integration, to increase their motivation and morale for
improvement of the stock price and performance, and to further promote management with an emphasis on shareholder
value and corporate value. The proposals for amount of compensation and contents concerning the Stock Options will
be submitted to the ordinary general meeting of shareholders to be held on June 28, 2016.
Details of stock acquisition right as the Stock Options are shown in the attachment.
End<Contacts for inquiries regarding this notice>
Ashikaga HD
Ebihara and Yagi, Corporate Planning Department, Public Relations and IR Group

Tel: 028-626-0401

Attachment: Details of the Stock Options for Directors (except Directors who are the Audit and Supervisory
Committee Members) after the Business Integration(1) Total Number of Stock Acquisition Rights and the Type and Number of Shares to be Objective
A. The total number of stock acquisition rights
The maximum number of stock acquisition rights shall be allotted within one (1) year after the date of eachordinary general meeting of shareholders shall not exceed 100,000 in total.
B. Type and number of shares to be objective
The maximum number of the Company’s common stock shall be objective of stock acquisition rights shall beallotted within one (1) year after the date of each ordinary general meeting of shareholders shall not exceed
100,000 shares in total. The number of shares shall be objective of one (1) stock acquisition right (“Number ofGranted Shares”) shall be one (1) common stock.
In the event that the Company conduct mergers, corporate separations, stock free allocation, stock split orreverse stock split, etc., if it is appropriate to change the Number of Granted Shares, the Company shallappropriately adjust the Number of Granted Shares deemed necessary.
(2) Amount to be Paid upon Allotment of the Stock Acquisition Rights
The Amount to be paid upon allotment of each stock acquisition rights shall be the fair value that was calculatedby the "Black-Scholes model" on the date of allotment of the stock acquisition rights.
It should be noted that the person who is allotted stock acquisition rights shall offset the amount to be paid upon
allotment of the stock acquisition rights and the compensation claims to the Company.
(3) Amount of Assets to be Contributed upon Exercise of Stock Acquisition Rights
The amount of assets to be contributed upon exercise of stock acquisition rights shall be the amount obtained bemultiplying the amount to be paid-in per share to be issued or transferred upon exercise of such stock acquisitionrights, which shall be one (1) yen, by the Number of Granted Shares.
(4) Period during which Stock Acquisition Rights May be Exercised
The period during which stock acquisition rights may be exercised shall begin from the following day of theallotment date and end 30 years from such date.
(5) Main Conditions for the Exercise of Stock Acquisition Rights
Any holder of stock acquisition rights may exercise collectively such stock acquisition rights as long as until 10days of the expiration from the following day when he/she loses the status of the Company's director.
(6) Restrictions on the Acquisition of Stock Acquisition Rights through Transfer
The acquisition of stock acquisition rights through transfer shall require the approval by a resolution of the Boardof Directors of the Company.
(7) Other Conditions of the Stock Acquisition Rights
Details of above from (1) to (6) and other conditions for the stock acquisition rights shall be determined by theBoard of Directors of the Company.
End