May 21, 2013
To whom it may concern:
Company Name : TOHO HOLDINGS CO., LTD.
Representative : Norio Hamada /President and Representative Director(Securities Code: 8129 / First Section of Tokyo Stock Exchange)
Contact : Mamoru Ogino,
Corporate Officer and General Manager of Finance Division(TEL: 03-4330-3735)

Introduction of Stock Compensation-type Stock Options
TOHO HOLDINGS CO., LTD. (hereinafter, the “Company”) hereby announces that at ameeting held today, the Board of Directors reviewed the director compensation system andresolved, as set out below, that it would propose the introduction of stock compensation-type
stock options to the Directors of the Company for approval by the 65th Annual General
Meeting of Shareholders scheduled for June 27, 2013.
For the purpose of having the Directors of the Company share with shareholders not only thebenefits, but also the risks of stock price movements, and further motivating them tocontribute to raising stock prices and the corporate value, the Company issues subscription
rights to shares to them as stock compensation-type stock options, while the amount to bepaid in upon the exercise of each stock acquisition right will be one yen per share. Specificdetails of the subscription rights to shares to be allotted to the Directors of the Company asstock compensation-type stock options are as follows:(1) Limit on the compensation associated with the allotment of subscription rights to shares
Up to 50 million yen/year to the Directors(2) Specific details of the subscription rights to shares
1) Class and number of shares subject to subscription rights to shares
The class of shares subject to subscription rights to shares shall be common stock of theCompany. The number of shares to be granted upon the exercise of each stock acquisitionright (the “Number of Shares Granted”) shall be 100. Regardless of the above, in cases
where the Company implements a stock split (including an allotment of the Company’scommon stock without receipt of monetary consideration; the same shall apply
hereinafter in terms of the description of stock split) or a reverse stock split of theCompany’s common stock on or after the date of this resolution (the “Resolution Date”),
the Number of Shares Granted shall be adjusted using the following calculation formulaand fractional shares resulting from the adjustment shall be rounded down:
Number of Shares Granted after adjustment ＝ Number of Shares Granted before
adjustment×Stock split or reverse stock split ratio
In addition to the above, on or after the Resolution Date, in the event where the Companyconducts a merger or company split or if any other similar event arises where the
Number of Shares Granted needs to be adjusted, the Company may adjust it asappropriate to a reasonable extent.
12) Total number of subscription rights to shares
The maximum total number of subscription rights to shares for allotment to the Directors
in one business year shall be 700.
3) Amount to be paid in for subscription rights to sharesThe amount to be paid in per stock acquisition right shall be set by the Board of Directors
based on the fair value of the right to be calculated using a fair calculation method suchas the Black-Scholes model at the time of allotment of the rights.
4) Value of the assets to be contributed upon the exercise of the subscription rights to shares
The value of the assets to be contributed upon the exercise of the subscription rights toshares shall be determined by multiplying one yen, the price paid per share issuable upon
the exercise of each of such subscription rights to shares, by the Number of Shares
Granted.
5) Period during which the subscription rights to shares can be exercisedThis period shall start from the day following the date of the allotment of the subscription
rights to shares and expire on a certain date that arrives within 30 years from the datefollowing such an allotment date, which shall be determined by the Board of Directors.
6) Restriction on the acquisition of subscription rights to shares by transfer
Any acquisition of subscription rights to shares by way of transfer shall require theapproval of the Board of Directors.
7) Conditions on the exercise of subscription rights to shares
Conditions on the exercise of subscription rights to shares, including any that those whoare allotted subscription rights to shares may exercise the rights on or after the day
following the day on which he/she loses his/her position as a Director, Auditor, orCorporate Officer of the Company, shall be set down by the Board of Directors.
(Reference)
The Company is planning to issue, at or after the end of the 65th Annual General
Meeting of Shareholders of the Company, subscription rights to shares that are the sameas the above subscription rights to shares in terms of the above items, (2)-1) and 3)-6), tothe Corporate Officers of the Company as well as the Directors and Corporate Officers ofTOHO PHARMACEUTICAL CO., LTD. and PharmaCluster Co., Ltd. in the number
deemed by the Company as necessary and with the amount to be paid in to be determinedby the Company based on the fair value of the said subscription rights to shares. Themaximum total number of the said subscription rights to shares for allotment in one
business year is 1,200.

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