16 November 2015
To whom it may concern
Wedge Holdings Co., Ltd.
Tatsuya Konoshita,
Representative Managing Director& CEO(Code 2388 TSE JASDAQ Market)
Contact: Yukihiro Yokoyama, Corporate Officer(Tel: 03-6225-2207)

Announcement Regarding Third-party New Share Allotment

Our business has been growing year by year and we are blessed with a number of promising
investment opportunities. In order to generate growth fund for our existing businesses andacquire new business opportunities, we resolved to issue new shares by third-party allotment at
the board of directors held on 16 November 2015 at 8:30 AM. The said fund will establish arobust financial base to generate and accelerate our further business growth. So that, we will beable to speed up and concentrate on expanding our business.
Especially by this fundraising, our main purpose is to exercise the warrant (GL-W3) issued by
our important SET-listed subsidiary in Thailand, Group Lease Public Company which is held by us;
to convert into shares. The GL-W3 is the right to acquire GL stock at 10 THB while the closing
price for GL share as of November 16 is 18.4 THB.
We would like to explain the above matters.

1. Purpose and reason for offering
We formulated the mid-term management plan “ACCELERATION PLAN 2012” on June 2012 tomake a break with the old management and set up a milestone for new growth. Since then, ourexisting business has been honed to ultimate level of efficiency and management policies aiming
persistent growth has been adopted. In June 2015, we announced our newly evolved mid-term
management plan “ACCELERATION PLAN 2015 2nd GEAR ‘Speed-up’” (hereinafter called “themid-term management plan”). Following the current policies, we target to achieve consolidated
sales of 37 billion JPY and consolidated net profits of 3 billion by the period ending September
2018 by ensuring “management without possession”* and expanding our business mainly in
ASEAN region.
(For the details of “ACCELERATION PLAN 2015 2nd GEAR ‘Speed-up’”, refer to:
http://www.wedge-hd.com/cms_v2/assets/files/IR/NEWS/2015/i20150615.pdf (in Japanese))* “Management without possession”: Management that chooses measures of possessing the1minimum property and implement fast and speedy business development* “Unrealized net assets”: Calculated by adding unrealized profit (market value – book value)
from holding listed subsidiaries’ securities to the amount of net assets on balance sheet
In order to achieve the above target numbers described in the mid-term management plan by
the period ending September 2018, we have to invest appropriately in finance business,entertainment business, and resort business respectively when investment opportunities appear,
and to speed up our business development throughout Asia.
Therefore, we had judged that fundraising is necessary for the further mid- to long-term
company growth.
2. Time for fundraising
For over the last few years, we had been seeking for method of fundraising for the abovebusiness investment.
On the other hand, our SET-listed consolidated subsidiary, Group Lease Public Company
Limited (hereinafter called “GL”) that accounts for 80% of our consolidated sales has steadily
expanded their finance business since 1986 and entered into Cambodia aiming expansion
throughout ASEAN since 2012. GL has started business in Laos in 2015 and has decided to enter
into Indonesia as a next market.
The financial business is not only extremely good profit-making business but also promisinghuge potential in ASEAN region in its background; therefore, we have high expectation for its
future development. Meanwhile, GL issued the warrant (GL-W3) for capital increase throughshareholder allotment to all its shareholders in 2013, and our group subsidiary subscribed for thewarrant in accordance with its holding ratio of GL share at that time. Payment date of the said
warrant was set to the end of November 2015.
Considering future prospects of the finance business and high contribution on our current
consolidated financial results, we have judged that exercising the warrant is valuable investment.
Therefore, fundraising within exercise period of the said warrant (GL-W3) will bring the highest
benefit to all of our shareholders.
Accordingly, we had judged that the best time for fundraising to contribute all shareholders isby the end of November 2015 before expiring the warrant.
3. Fundraising method
Upon exercising the above fundraising, we examined (1) capital increase through shareholder
allotment, (2) debt, (3) third-party allotment of new shares, etc.
Since finance business is one of the most important business in our group, we believe that
increase of our control rights over our finance business will commonly benefit all of ourshareholders and if our control right reduces, this will affect common benefit of our shareholders.
Based on this major premise, we consider that the appropriate fundraising method has to fulfill
all of the following conditions.
a. Able to raise enough funds to invest all of our businesses2b. Meet the deadline of exercise date of warrants issued by one of the most important businessin our group - our finance business subsidiaryc. Prevent pressure on profit by reducing fundraising cost as much as possible
d. Match our investment philosophy to develop business in super long-term view as “Life TimeInvestment” especially in case of subsidiary shares by business investment
We would like to explain briefly results of our investigation for the major fundraising candidates
based on the above conditions.
(1) Capital increase through shareholder allotment
a. There is possibility not to acquire enough funds.
b. It takes extremely long time to execute because of current structure of Japanese stock
market that gives very difficult system for this method.
c. It is expected to incur high fundraising cost, and it is difficult to reduce this cost.
d. It contributes our long-term financial stability thanks to more equity capital added. If it isimplemented, our business development in super long-term will be realized.
(2) Debt
a. GL market capitalization largely exceeds our market capitalization and net profits. Thus,
there might be no lender found, or acquisition of enough funds might be difficult.
b. It takes relatively short time for fundraising.
c. It costs us long-term and huge interest.
d. Excessive debts will worsen our financial situation, thus makes us difficult to manage stably
in super long-term. It does not match the philosophy “Life Time Investment” because weneed to repay in up to maximum five years or so.
(3) Third-party allotment of sharesa. It requires to find investors for allotment to acquire enough funds.
b. It requires a certain period for necessary careful consideration such as protecting minority
stockholder.
c. Long-term interest burden is not required. It only costs us relatively low for short-term.
d. It contributes our long-term financial stability thanks to more equity capital added. If it isimplemented, our business development in super long-term will be realized.
We found the above advantages and disadvantages for each fundraising method.
While we have discussed feasibility for each method including selection of undertaking partner,
our parent company SHOWA Holdings Co., Ltd. (Tokyo Stock Exchange Second Section 5103)
gave its approval to our business policy and accepted to offer funds regardless of a large
acceptance of approximately 4 billion yen. Moreover, SHOWA Holdings approved to meet ourearly fundraising request of temporarily borrowing and reduce the finance cost by converting intoshare in the future.
Thus, while the method (1) is practically impossible, we are now able to combine twoadvantages of time saving in the method (2) and low fundraising cost in the method (3) to comeup with DES and issue share option structure. Thereby, we have decided that the way increasingcapital noticed in this announcement is the best method with consideration of our shareholders’benefits.

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4. Use of funds
Funds will be used for expansion of the existing businesses that are largely allocated to financebusiness, entertainment business, and resort business. We also currently have extremely positive
investment opportunities and we can expect more in the future. We will also implement “LifeTime Investment” including investment in our subsidiaries.
In August, we already exercised GL warrants (GL-W3) issued by our invested company which
operates finance business, and we are planning to acquire additional shares in this company. Thesaid GL warrant (GL-W3) are the right to acquire one share for 10 THB, and our subsidiary will
acquire GL share for 10 THB.
The closing price for the said GL share as of 16 November 2015 is 18.40 THB.
We will actively continue our investment for other businesses to achieve steady anddiscontinuous growth. Our management team and our subsidiaries’ management teams firmly
believe that acquisition of the growth funds this time and business investment will contribute toour company’s business expansion and maximization of benefits of all our shareholders.
5. Outline of raising(1) Outline of new share issuance
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Payment date
Number of new shareissuedIssue priceAmount ofprocurement funds

Offering and allotment
method (plannedallottee)
OthersThursday, 3 December 2015
7,768,000 Ordinary shares
495 JPY
3,845,160,000 JPY (Roughly estimated after-tax
amount: 3,835,160,000 JPY)
The payment to above amount shall be made bycontribution in kind method
Third-party allotment(SHOWA Holdings Co., Ltd.: 7,768,000 shares)
Each item above is conditional to the notification
coming into effect as per the Financial
Instruments and Exchange Act.

(2) Outline of share option issuance
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Allotment date
Total number of shareoption
Issue price

Number of potential
shares after issuance
Amount ofprocurement funds

Thursday, 3 December 2015
3,430 units (100 shares per one share optionunit)
486 JPY per one share option(Procurement amount by issuance: 1,666,980
JPY)
343,000 shares
171,451,980 JPY (Roughly estimated after-tax
amount: 161,451,980 JPY)
(Procurement amount by share option issuance:4678

Exercise price
Offering and allotment
method (plannedallottee)
Others

1,666,980 JPY)
(Procurement amount by exercising shareoption: 169,785,000 JPY)
495 JPY
Third-party allotment(SHOWA Holdings Co., Ltd.: 3,430 units)
This is conditional to the notification coming into
effect as per the Financial Instruments andExchange Act.
Acquisition condition
At any time after 6 months from the allotment
date of the share option, acquisition of theshare option and acquisition date of shareoption (hereinafter called “acquisition date”)
can be resolved at the board of directors. After
resolved at the board of directors, all or partof the share option remained at the acquisition
date can be acquired by noticing theacquisition date to the holders of the shareoption subject to be acquired no later than 14days prior to the acquisition date. In this case,price per one unit of the share option is thesame price as payment value per one unit ofthe share option.

Thank you.

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