CoverDocument submitted

Extraordinary Report

Submitted toThe Director-General of the Kanto Finance Bureau

Submission dateJune 29, 2016

Company nameTOKAI Holdings Corporation

English nameTOKAI Holdings Corporation

Position and name of the representative

Katsuhiko Tokita, President & CEO

Address of the Headquarters

2-6-8 Tokiwa-cho, Aoi-ku, Shizuoka City, Shizuoka Prefecture, Japan

Telephone number

054 (275) 0007 (main line)

Business contact name

Hiroyuki Ozawa, Managing Executive Officer

Nearest contact address

2-6-8 Tokiwa-cho, Aoi-ku, Shizuoka City, Shizuoka Prefecture, Japan

Telephone number054 (275) 0007 (main line)

Business contact name

Hiroyuki Ozawa, Managing Executive Officer

Place where the document is made availablefor public inspection

Tokyo Stock Exchange, Inc.
(2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo, Japan)-1-1 Reason for submission
Because the items to be resolved were resolved in the Fifth Ordinary General Meeting of Shareholders of the Company heldon June 24, 2016, this Extraordinary Report is submitted in accordance with Article 24-5 (4) of the Financial Instruments andExchange Act and Article 19 (2) (ix)-2 of the Cabinet Office Ordinance on the Disclosure of Corporate Affairs, etc.

2 Contents of the report(1) Date when the applicable shareholders’ meeting was held
June 24, 2016
(2) Contents of the applicable items to be resolved
Proposal 1:
Distribution of dividends of surplus
a. Type of dividend property: Cashb. Matters concerning the year-end dividend and total amount thereof
8 yen per common share of the Company; the total amount of the dividend is 905,533,744 yenc. Effective date of the distribution of the dividend of surplus
June 27, 2016
Proposal 2:

Partial amendments to the Articles of Incorporation
Along with full deregulation of electrical power, the Company group aims to enter the electrical power industry,changing some items dealing with Purpose.

Proposal 3:

Election of ten (10) Directors
We request the election of ten (10) directors: Katsuhiko Tokita, Takanori Mamuro, Hidetsugu Mizoguchi,Kazuhiro Maruyama, Shingo Takahashi, Katsuo Oguri, Yasuhiro Fukuda, Mitsuhaya Suzuki, Kenichi Kobayashi
and Masahiro Sone.

Proposal 4:

Determination of the amounts and contents of stock-based compensation for Directors
We request the approval of the amounts (upper limit) and contents of compensation as part of new stock-based
compensation tied to earnings in a framework that is separate from compensation and such like for CompanyDirectors.

-2-(3) The number of votes expressing the intention to approve, disapprove or abstain regarding the items to be resolved, therequirements for the approval of the applicable items to be resolved and the results of the applicable resolutions
Items to be resolved

Approval(votes)Disapproval(votes)Abstention(votes)Approval rate(%)

Result of theresolution

Proposal 1901,056

775

200

98.58

ApprovedProposal 2

901,096737

20098.59

Approved

Katsuhiko Tokita

896,786

5,046

200

98.11

Approved

Takanori Mamuro

898,362

3,470

200

98.29

Approved

Hidetsugu Mizoguchi

898,628

3,204

200

98.32

Approved

Kazuhiro Maruyama

898,641

3,191

200

98.32

Approved

Shingo Takahashi

898,640

3,192

200

98.32

Approved

Katsuo Oguri

898,641

3,191

200

98.32

Approved

Yasuhiro Fukuda

898,674

3,158

200

98.32

Approved

Mitsuhaya Suzuki

898,745

3,087

200

98.33

Approved

Kenichi Kobayashi

897,771

4,061

200

98.22

Approved

Masahiro Sone898,530

3,302

200

98.30

Approved

898,292

3,539200

98.28

Approved

Proposal 3

Proposal 4Notes: The requirements for approval of each proposal are as below:
1. Proposals 1 and 4 require approval from a majority of votes cast by attending shareholders who can exercise votingrights.
2.
3.

Proposal 2 requires attendance of shareholders holding one-third or more of voting rights of shareholders who canexercise voting rights and approval from two-thirds or more of votes cast by those attending shareholders.
Proposal 3 requires attendance of shareholders holding one-third or more of voting rights of shareholders who canexercise voting rights and approval from a majority of votes cast by those attending shareholders.

(4) Reason why some voting rights of shareholders who attended the shareholders’ meeting were not added to the number of voting
rights
The requirements for approving each item to be resolved were met by aggregating voting rights that were exercised by theday before this shareholders’ meeting and ones of some shareholders attending the meeting whose intention of approval ordisapproval was confirmed, and the resolutions were concluded in accordance with the Companies Act. Therefore, some voting
rights of shareholders attending the meeting whose intention to approve, disapprove or abstain was not confirmed were not added
to the number of voting rights.

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