February 14, 2014
Best Bridal, Inc.
President and CEO: Masayuki Tsukada
Securities code: 2418 (First Section, Tokyo Stock Exchange)
For information, contact:
Tomoharu Fujitani
Director and Manager, Administration Division
Tel: +81 3 (5464) 0081
http://www.bestbridal.co.jp

Notice of Establishment of a Subsidiary Today, Company Split (Simplified Split / Summary
Split), and Partial Amendment of the Articles of Incorporation (Change of Trade Name andBusiness Purpose, Establishment of Rights in Relation to Shareholdings Less than
One Unit in Connection with Stock Split and Adoption of Unit Share System)in Connection with Transition to a Holding Company Structure
Best Bridal, Inc. (the “Company”), having established wholly-owned subsidiary Best Bridal Inc.
Successor Preparatory Company (to be renamed Best Bridal, Inc. on July 1, 2014) in preparation
for transition to a holding company structure on July 1, 2014, resolved at a meeting of the Boardof Directors held on February 14, 2014 to have Best Bridal Inc. Successor Preparatory Company
succeed businesses of the Company by implementing a company split in which the Company
will be the splitting company (“Splitting Company”) and Best Bridal Inc. Successor Preparatory
Company will be the successor company (“Successor Company”) and concluded on February 14,
2014 an absorption-type company split agreement with the Successor Company. The effective
date of the company split (“Company Split”) shall be July 1, 2014.
Also, in connection with the transition to a holding company structure, the Company resolved
to partially amend the Articles of Incorporation to change the trade name and business purpose
and also resolved to partially amend the Articles of Incorporation, effective July 1, 2013, toestablish rights in relation to shareholdings less than one unit in connection with the 1:200
common stock split of the Company’s shares and adoption of the unit share system in which thenumber of shares constituting one share unit is one hundred.
In connection with this, the Company will become a holding company and plans to remain alisted company after changing its trade name to TSUKADA GLOBAL HOLDINGS Inc. andchanging its business purpose in which it will engage after the transition to a holding company
structure, effective July 1, 2014. In addition, the Company Split and partial amendment of the
Articles of Incorporation (change of trade name and business purpose, establishment of rights inrelation to shareholdings less than one unit in connection with the stock split and adoption of theunit share system) in the Company is subject to approval by resolution of the ordinary general
meeting of shareholders scheduled for March 28, 2014.
Since the Company Split is an absorption-type company split with a wholly-owned subsidiaryof the Company, some disclosure items and details are omitted.

I. Company Split in Connection with Transition to a Holding Company Structure
1. Background to and Purpose of the Transition to a Holding Company Structure
Although the market environment for the domestic wedding business is becoming adverse as
the impact of declining birthrate and aging population gradually takes hold, wedding
expenditures have gradually increased and market size has generally stabilized. Signs ofrecovery in the hotel operation business are becoming clear as a result of factors including an
economic upswing in Japan and an increase in the number of foreign tourists. Also, theoverseas chapel operation business is generally strong.
In these circumstances, the Best Bridal Group defines its corporate philosophy as “BestBridal strives to create gathering places which leave an everlasting memory on guests byoffering the finest professional hospitality services” and is accelerating business domain
expansion to fields such as the hotel operation business and overseas businesses, in addition
to the core domestic wedding business.
With a view to more active future development of its businesses, the Company judged that it
can continue to enhance its corporate value and business growth through ensuring agile
management and appropriate allocation of management resources by clearly defining thelocus of responsibility and authority, and decided a policy of transitioning to a holding company
structure.
After the transition to a holding company structure, the Company will segregate
decision-making so that the holding company engages in decision-making for the entire Best
Bridal Group and each operating company engages in decision-making concerning theoperation of its business, undertake clarification of management responsibility and realizationof rapid decision-making, and aim to maximize corporate value as a group.

2. Overview of the Company Split(1) Schedule
December 31, 2013 (Tues.)

Record date of the general meeting of shareholders toapprove the company split agreement (the Company)

February 14, 2014 (Fri.)

Establishment of the Successor Company and Board of
Directors meetings to approve the company split agreement(the Company and the Successor Company)

February 14, 2014 (Fri.)

Date of establishment of the Successor Company

February 14, 2014 (Fri.)

Date of execution of the company split agreement

March 28, 2014 (Fri.) (Planned) General meeting of shareholders to approve theCompany split agreement (the Company)
July 1, 2014 (Tues.) (Planned)

Date of company split (effective date)

Note: Pursuant to Article 796, Paragraphs 1 and 3 of the Companies Act, approval of thegeneral meeting of shareholders of the Successor Company is not required.

(2) Method of the Company Split
This will be an absorption-type company split in which the Company will be the Splitting
Company and the Company’s wholly-owned subsidiary Best Bridal Inc. Successor Preparatory
Company will be the Successor Company.

(3) Details of Share Allotment Associated with the Company Split
The Successor Company will make no allotment of shares at the time of the split.

(4) Handling of stock acquisition rights and bonds with stock acquisition rights accompanying theCompany Split
Although the Company has issued bonds with stock acquisition rights, there will be no change
in their handling. The Company has issued no stock acquisition rights.

(5) Change in capital stock resulting from the Company Split
There will be no change in the Company’s capital stock.

(6) Rights and obligations to be succeeded by the Successor Company
The Successor Company, pursuant to the provisions of the absorption-type company split
agreement dated February 14, 2014 concluded with the Company, will succeed the assets(limited, however, to cash and deposits; trade and other accounts receivable; merchandise;raw materials and supplies; advances paid and advance payments; prepaid expenses;
guarantee deposits (excluding lease deposits and guarantee deposits relating to buildings andland); and tools, furniture, and fixtures), liabilities (limited, however, to advances received;
accrued expenses relating to bonuses; provision for retirement benefits; and guarantee
deposits received), and contractual status in contracts (excluding, however, lease contracts
relating to land and buildings and employment contracts with employees of the Splitting
Company even after the split) and all rights and obligations that have arisen from thesecontracts in connection with the domestic wedding hall operation business and overseas
chapel operation business operated by the Company.
Succession of obligations to the Successor Company shall take the form of a concomitantassumption of obligations by the Company.

(7) Prospects for the fulfillment of obligations
Since the amount of assets of the Successor Company after the split is expected to exceed
the amount of liabilities and the occurrence of circumstances that will impede the fulfillment of
obligations of the Successor Company is not anticipated at the present time, the Company has
determined that there are no issues with respect to the prospects for the fulfillment of
obligations by the Successor Company after the Company Split.

3. Overview of the Companies Involved in the Company Split(1) Name

Splitting Company

Successor Company(As of December 31, 2013)(As of February 14, 2014)

Best Bridal, Inc. (to be renamed

Best Bridal Inc. Successor

TSUKADA GLOBAL HOLDINGS

Preparatory Company (to be

Inc. on July 1, 2014)

renamed Best Bridal, Inc. on July 1,
2014)(2) Address

Higashi 3-11-10, Shibuya-ku, Tokyo

Higashi 3-11-10, Shibuya-ku, Tokyo(3) Name andMasayuki Tsukada, President andMasayuki Tsukada, President andposition of

CEO

CEO

(4) Business

The provision of services including

The company has no businessdescription

the planning, design, and operation

activities prior to the Company

of hotels, restaurants, wedding

Split.

representative

halls, and similar facilities in Japanand overseas(5) Capital stock¥472 million¥100 million(6) Date ofOctober 6, 1995

February 14, 2014

48,960,000

2,000(8) Closing date

December 31

December 31(9) Major

Fine Expand Co., Ltd.

39.0%

shareholders andMasayuki Tsukada

22.3%

shareholding ratios

State Street Bank and Trustestablishment(7) Number ofshares issued

Company

6.4%

The Company

100%

4. Financial Position and Operating Results of the Companies Involved in the Company Split for
the Past Three Fiscal Periods(¥ million)
Splitting Company (Consolidated)

Successor
Company

Fiscal Period

Period Ended

Period Ended

Period Ended

Period Ended

December 31,

December 31,

December 31,

December 31,

2011

2012

2013

2013

Net sales

41,74144,49447,426Since theOperating income

6,395

6,519

6,856

company was

Ordinary income

6,222

6,610

7,129

established on

Net income

2,670

3,270

4,236

February 14,

10,909.27

13,358.47

86.62*

2014, there

Net assets

17,825

20,815

24,668are noTotal assets

47,382

48,38153,968applicable

72,817.26

85,029.46

505.21*

items.

Net income per share (¥)

Net assets per share (¥)*The Company conducted a 1:200 common stock split effective July 1, 2013.

5. Overview of Business Divisions to Be Split Off(1) Business description of the business divisions to be split off
Domestic wedding hall operation business, overseas chapel operation business(2) Operating results of the business divisions to be split off (period ended December 31, 2013)
Net sales: Approx. ¥39,300 million(3) Items and amounts of assets and liabilities to be split off (as of September 30, 2013)(¥ million)
AssetsItem

Liabilities
Book Value

Item

Book Value

Current assets

1,855

Current liabilities

1,511

Fixed assets

343

Fixed liabilities

687

Total

2,199

Total

2,199

Note: The amounts of assets and liabilities to be split off have all been calculated based on thebalance sheets as of September 30, 2013 and may differ from the amounts of assets andliabilities actually split off.

6. Status of the Companies after the Company Split
Splitting Company(1) Name

TSUKADA GLOBAL HOLDINGS

Successor Company
Best Bridal, Inc. (planned)Inc.
(2) Address

Higashi 3-11-10, Shibuya-ku, Tokyo

Higashi 3-11-10, Shibuya-ku, Tokyo(3) Name andMasayuki Tsukada, President andMasayuki Tsukada, President andposition of

CEO

CEO

(4) BusinessHolding company, management

The provision of services including

description

and supervision of groupthe planning, design, and operationcompanies, planning, development,of hotels, restaurants, wedding

and ownership of guest houses,

halls, and similar facilities in Japan

hotels, and restaurants

and overseas(5) Capital stock¥472 million¥100 million(6) Closing date

December 31

December 31

representative

7. Future Prospects
The impact of the Company Split on the Company’s consolidated business performance will
be minor. As a result of the split, the Company’s revenue is expected to consist mainly of
management guidance fees, rent, and dividends, etc. from Best Bridal Group companies andexpenses are expected to consist mainly of operating expenses as a holding company(including rent that the Company pays pertaining to land and real estate that Best Bridal Group
companies use).
For details about the Company’s consolidated results forecast for the current fiscal term,
refer to the Earnings Forecast for Fiscal Year Ending December 31, 2014 recorded in theConsolidated Earnings Report for the Fiscal Year ended December 31, 2013 (JapaneseGAAP) of February 14, 2014.

II. Amendment of the Articles of Incorporation
1. Reasons for amendment(1) On the occasion of the transition to a holding company structure, change the Company’s
trade name to TSUKADA GLOBAL HOLDINGS Inc. and change the business purpose tobusiness management, etc. as a holding company.
(2) On July 1, 2013 (Monday) the Company partially amended the Articles of Incorporation by
resolution of the Board of Directors pursuant to the provisions of Article 184 Paragraph 2 andArticle 191 of the Companies Act in connection with the 1:200 common stock split of theCompany’s shares and adoption of the unit share system in which the number of sharesconstituting one share unit is one hundred that went into effect on July 1, 2013. In response tothis amendment, establish rights in relation to shareholdings less than one unit.
２. Contents of Amendment(Parts to be amended have been underlined.)
Current Articles(Trade Name)

Articles after Amendment(Trade Name)

Article 1. The name of the Company shall be
株式会社ベストブライダル and shall be
expressed as Best Bridal, Inc. in English.

Article 1. The name of the Company shall be
ツカダグローバルホールディング and shallbe expressed as TSUKADA GLOBALHOLDINGS Inc. in English.

(Purpose)
Article 2. The purpose of the Company shall beto engage in the following businesses.

(Purpose)
Article 2. The purpose of the Company shall beto engage in the following businesses andrelated businesses and to control and manage
the business activities of companies (including
overseas companies), partnerships (including
entities equivalent to partnerships in foreigncountries), and other business entities thatengage in the following businesses and related
businesses by owning stocks or ownershipinterests in them.

1. to 24.

(Text omitted)

1. to 24.

[Newly established]

25. Agency services and guidance relating to
the settlement of accounts, accounting,finance, etc. of companies[Newly established]

26. Agency services and guidance relating to
general affairs, personnel, and labor
management

25. Any and all businesses incidental or
relating to each of the foregoing items

27.

(Unchanged)(Unchanged)

Current Articles[Newly established]

Articles after Amendment(3) In addition to the businesses set forth inParagraph 2 above, the purpose of theCompany shall be to engage in the lending ofmoney, procurement of funds, andmanagement of funds and their agency
services relating to the businesses of thecompanies, etc. set forth in Paragraph 1.

Article 3 to Article 6(Text omitted)[Newly established]

Article 3 to Article 6(Unchanged)(Rights in Relation to Shareholdings Less than
One Unit)
Article 7. The Company’s shareholders may
not exercise rights other than the rights
described below with respect to shareholdings
less than one unit.
(1) The rights listed in the items in Article 189
Paragraph 2 of the Companies Act(２) The right to request the acquisition ofshares with put options(３) The right to receive an allocation of newly
issued shares or new share acquisition rights
based on the number of shares owned

Article 7 to Article 45(Text omitted)[Newly established]

Article 8 to Article 47(Unchanged)

Supplementary provision
Article 1. The amendments to Article 1 andArticle 2 shall take effect on July 1, 2014. This
supplementary provision shall be deleted on
the effective date.

3. Schedule
Resolution by general meeting of shareholders to amend Articles of Incorporation: March 28,
2014 (Friday) (Planned)
Effective date of amendments to Articles 1 and 2: July 1, 2014 (Tuesday) (Planned)
Effective date of other amendments: March 28, 2014 (Friday) (Planned)