May 21, 2015
To whom it may concern:

Company Name
CorporaterepresentativeContact :TOHO HOLDINGS CO., LTD.
Norio Hamada, President andRepresentative Director(First Section of Tokyo Stock
Exchange Securities Code: 8129)
Katsuya Kato, Director andGeneral Manager of Corporate
Communications Officeand Corporate Planning Office(TEL: 03-6838-2803)

Notice concerning Partial Amendments to the Articles of Incorporation
TOHO HOLDINGS CO., LTD. (the “Company”) hereby announces that its Board of Directors resolved at a
meeting convened today to submit a request for approval for “Partial Amendments to the Articles ofIncorporation” as stated below to the 67th Ordinary General Meeting of Shareholders scheduled to be heldon June 26, 2015.
1. Reason for Amendments(1) The Company plans to shift its business frameworks from a pure holding company structure to an
operating holding company structure with a view of enhancing management systems andcompetitiveness of the Group. In line with this change, it will amend Article 2 of the current Articles ofIncorporation to make it suitable for an operating holding company structure.
(2) As a result of the “Act for Partial Revision of the Companies Act” (Act No. 90 of 2014) enforced on May
1, 2015, the scope of company officers who may enter into agreements for limitation of liability haschanged. Accordingly, the Company will amend the provisions of Article 29, Paragraph 2 and Article
42, Paragraph 2 of the current Articles of Incorporation.
The proposed amendments to Article 29, Paragraph 2 of the current Articles of Incorporation havebeen approved by each of the auditors in advance.
2.

Description of Amendments
The amendments are as shown below.

(Sections to be amended are underlined.)
Proposed Amendments

Current Articles of Incorporation(Purpose)(Purpose)
Article 2 The purpose of the Company shall be to Article 2 The purpose of the Company shall be toengage in the following businesses:
engage in the following businesses:
1. To control and manage business
1. (No change)
activities of domestic and overseas
companies engaged in the following
businesses through acquisition ofstock of or equity interest in said
companies:(1) ~ (23) (Omitted)(1) ~ (23) (Omitted)(Newly established)

2.
The Company may engage inbusinesses provided for in each of theitems of the preceding paragraph.

2. Management consulting services
1Current Articles of Incorporation

Proposed Amendments

provided to Group companies
3.
Purchase and sale, lease,brokerage/agent services, appraisal,and management of real estate
4. Any and all businesses associatedwith or related to each of thepreceding items

3. Management consulting services
provided to Group companies(Deleted)
4. (No change)(Exemption from Liability of Directors)(Exemption from Liability of Directors)
Article 29 (1) (Omitted)
Article 29 (1) (No change)(2) The Company may, with respect to(2) The Company may, with respect toliability for damage set forth inliability for damage set forth inArticle 423, Paragraph 1 of theArticle 423, Paragraph 1 of theCompanies Act, enter into agreements
Companies Act, enter intowith any outside director limiting theagreements with anydirector (excluding executive
extent of liability, in cases where thedirectors, etc.) limiting the extent ofrequirements stipulated by law areliability, in cases where themet; provided, however, that themaximum amount of liability forrequirements stipulated by law aredamage under said agreements shallmet; provided, however, that thebe the amount which shall be at leastmaximum amount of liability for
5 million yen and set in advance, ordamage under said agreements shallthe minimum liability amountbe the amount which shall be at leastprescribed by law, whichever is
5 million yen and set in advance, orhigher.
the minimum liability amountprescribed by law, whichever ishigher.
(Exemption from Liability of Auditors)(Exemption from Liability of Auditors)
Article 42 (1) (Omitted)
Article 42 (1) (No change)(2) The Company may, with respect to(2) The Company may, with respect toliability for damage set forth inliability for damage set forth in
Article 423, Paragraph 1 of theArticle 423, Paragraph 1 of theCompanies Act, enter into
Companies Act, enter into agreements
agreements with any auditor limiting
with any outside auditor limiting thethe extent of liability, in cases whereextent of liability, in cases where thethe requirements stipulated by lawrequirements stipulated by law aremet; provided, however, that theare met; provided, however, that themaximum amount of liability for
maximum amount of liability fordamage under said agreements shalldamage under said agreements shallbe the amount which shall be at least
be the amount which shall be at least
5 million yen and set in advance, or
5 million yen and set in advance, or
the minimum liability amountthe minimum liability amountprescribed by law, whichever isprescribed by law, whichever ishigher.
higher.
3. Schedule(1) Scheduled date of the general meeting of shareholders for amendment of the Articles of Incorporation:
Friday, June 26, 2015(2) Scheduled effective date of amendment of the Articles of Incorporation: Friday, June 26, 20152