September 5, 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,
Director and General Manager of Finance Division(TEL: 03-4330-3735)

Notice regarding the Issuance of Stock Options (Subscription Rights to Shares)
TOHO HOLDINGS CO., LTD. (hereinafter, the “Company”) hereby announces that at a meeting
held today (September 5, 2013), the Board of Directors passed a resolution on an offering forsubscription rights to shares, etc., after having decided on the offering conditions for thesubscription rights to the shares to be issued as stock options provided to the Company’s directors.
I. Reason for the issuance of subscription rights to shares as stock options
The purpose is to motivate directors more than ever to contribute to increasing both the Company’s
share prices and business performance by sharing the benefits and risks of share price fluctuations
together with the Company’s shareholders.
II. Outline of the issuance of subscription rights to the shares
1. Name of the subscription rights to shares
The First Subscription Rights to theShares of TOHO HOLDINGS CO., LTD.
2. Total number of subscription rights to shares

252

The above-mentioned total number is the number of the planned allotment. If the total numberof share subscription rights to be allotted has decreased due to the lack of applications for thesubscription or for any other reason, the total number of subscription rights to shares to be
allotted shall be regarded as the total number of subscription rights to shares to be issued.
3. 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 acquisition right(the “Number of Shares Granted”) shall be 100. However, if the Company carries out a stocksplit (including a share allotment of the Company’s common stock without contribution; thesame applies hereinafter for the description of the stock splits) or a reverse stock split of theCompany’s common stock on or after the date on which the subscription rights to the sharesare allotted (hereinafter, the “Allotment Date”), the Number of Shares Granted shall beadjusted in accordance with the following equation, and any fraction less than one (1) sharecreated as a result of 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
The Number of Shares Granted after the adjustment in the case of a stock split shall be applied1

on and after the date following the record date for the stock split (or the effective date if nosuch record date is fixed), and the said Number, in the case of a reverse stock split, shall beapplied on and after the effective date. However, if a stock split is carried out on the condition
that a proposal to increase either the capital stock or legal capital surplus while at the sametime decreasing the surplus amount is approved at a general meeting of the shareholders and if
the record date for the stock split is set at a date on or before the end date of the general
meeting of the shareholders, the Number of Shares Granted after adjustment shall be applied
on and after the date following the end date of the general meeting of the shareholders andshall be effective retroactively as from the day following the said record date.
Moreover, in either the case where the Company enters into a merger or a demerger on or after
the Allotment Date or the case where the Number of Shares Granted needs to be adjusted
according to the former case, the Company may adjust the Number of Shares Granted to areasonable extent in an appropriate manner.
If the Number of Shares Granted is adjusted, the Company shall either notify the holders ofeach subscription right to shares who are listed in the original register for such subscription
rights to shares (hereinafter, the “Holders of Subscription Rights to Shares”) of any necessary
matters or publicize such matters no later than the day before the date when the Number ofShares Granted after adjustment is applied. However, if the Company cannot give thisnotification or publicize it no later than the day before the relevant application date, theCompany shall promptly give notification or publicize it later.
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 to sharesshall be determined by multiplying one yen, the price paid per share issuable upon the exerciseof each of such subscription rights to shares, by the Number of Shares Granted.
5. Period during which the subscription rights to shares can be exercised
From September 25, 2013 to September 25, 2043
6. Matters concerning increases in both the capital stock and legal capital surplus where theshares are issued upon the exercise of subscription rights to shares（1） The amount of capital stock to be increased where the shares are issued upon theexercise of subscription rights to shares shall be half of the maximum increasableamount of capital stock, etc., calculated in accordance with Paragraph 1, Article 17 of theOrdinance on Company Accounting and any fraction less than one (1) yen generated as aresult of the calculation shall be rounded up.
（2） The amount of legal capital surplus to be increased where the shares are issued upon theexercise of subscription rights to shares shall be the maximum increasable amount ofcapital stock, etc., mentioned in the above (1) less the amount of capital stock to beincreased specified in (1) above.
7. Restriction on the acquisition of subscription rights to shares by transfer
Any acquisition of subscription rights to shares by way of transfer shall require the approval of
the Board of Directors.
8. Terms for the acquisition of subscription rights to shares
If any one of the following proposals (1), (2), (3), (4) or (5) is approved at a general meeting of
the shareholders of the Company (or by a resolution of the Board of Directors of the Company if2

no resolution of the relevant general meeting of shareholders is required), the Company mayacquire subscription rights to shares without contribution on a date to be separately
determined by the Board of Directors of the Company.
（1） Proposal for the approval of a merger agreement under which the Company shall becomea merged company（2） Proposal for the approval of either a company split agreement or a company split planunder which the Company shall become a split company（3） Proposal for the approval of either a share exchange agreement or a share transfer planunder which the Company shall become a 100% subsidiary（4） Proposal for the approval of an amendment to the articles of incorporation to establish aprovision regarding the requirement for the approval of the Company on the acquisitionof all shares issued by the Company by assignment（5） In the context of class of shares that are subject to subscriptions rights to shares, aproposal for the approval of an amendment to the articles of incorporation to establish
either a provision regarding the requirement for the approval of the Company on theacquisition by assignment of the class of shares that are subject to subscriptions rights
to shares or a provision regarding the acquisition by the Company of all of such a class ofshares by a resolution at a general meeting of the shareholders
9. Guidelines to determine the details of the delivery of subscription rights to shares of arestructured company in the event of organizational restructuring
If the Company carries out a merger (limited to a case in which the Company becomes amerged company), undergoes an absorption-type company split or an incorporation-typecompany split (in either case limited to a case in which the Company becomes a split company),or enters into a share exchange or a share transfer (in either case limited to a case in which theCompany becomes a 100% subsidiary) (the above-mentioned events are hereinafter collectively
referred to as “Organizational Restructuring Action”), the Company shall deliver subscription
rights to the shares of a joint-stock company listed in the Sub-items from (a) to (e), Item 8,
Paragraph 1, Article 236 of the Companies Act (hereinafter, the “Restructured Company”), ineach case, to each of the Holders of Subscription Rights to Shares possessing the remaining
subscription rights to shares (hereinafter, the “Remaining Subscription Rights to Shares”)
immediately prior to the day on which the Organizational Restructuring Action takes effect (inthe case of an absorption-type merger, the day on which the absorption-type merger takeseffect; in the case of an incorporation-type merger, the day on which the new company isincorporated through the incorporation-type merger; in the case of an absorption-type company
split, the day on which the absorption-type company split takes effect; in the case of anincorporation-type company split, the day on which the company is incorporated through theincorporation-type company split; in the case of a share exchange, the day on which the shareexchange takes effect; in the case of a share transfer, the day on which a wholly-owning parent
company is incorporated through the share transfer; the same shall apply hereafter). However,the foregoing shall apply only in cases where the delivery of subscription rights to the shares of
the Restructured Company according to the following terms is provided for in an agreement on
an absorption-type merger, an agreement on an incorporation-type merger, an agreement on anabsorption-type company split, an agreement on an incorporation-type company split, a shareexchange agreement or a plan for a share transfer.
3

（1） Number of subscription rights to the shares of the Restructured Company to be delivered
The same number of subscription rights to the shares as the Remaining Subscription
Rights to Shares possessed by each of the Holders of Subscription Rights to Shares shallbe delivered.
（2） Class of shares of the Restructured Company that are subject to subscriptions rights tothe shares
The class shall be common stock of the Restructured Company.
（3） Number of shares of the Restructured Company that are subject to subscriptions rights
to the shares
The number shall be determined according to the item 3 above after taking into
consideration the terms of the Organizational Restructuring Action, etc.
（4） Value of the assets to be contributed upon the exercise of the subscription rights toshares
The value of the assets to be contributed upon the exercise of each of the subscription
rights to shares to be delivered shall be the amount that results from multiplying theexercise price after restructuring as determined below by the number of shares of theRestructured Company that are subject to the subscription rights to shares as determinedin accordance with item (3) above. The exercise price after restructuring shall be one (1)yen per share of the Restructured Company to be delivered upon the exercise of each of
the subscription rights to shares to be delivered.
（5） Period during which the subscription rights to shares can be exercised
The exercise period for the subscription rights to shares shall be from the commencement
date of the exercise period for the subscription rights to shares as specified in item 5 aboveor the day on which the Organizational Restructuring Action takes effect, whichever islater, up to the expiration date of the exercise period for the subscription rights to sharesas specified in item 5 above.
（6） Matters concerning increases in both the capital stock and legal capital surplus wherethe shares are issued upon the exercise of subscription rights to shares
To be determined in accordance with item 6 above.
（7） Restriction on the acquisition of subscription rights to shares by transfer
The acquisition of the subscription rights to shares by way of transfer shall requireapproval by a resolution of the Board of Directors of the Restructured Company.
（8） Terms for the acquisition of subscription rights to shares
To be determined in accordance with item 8 above.
（9） Other conditions on the exercise of subscription rights to shares
To be determined in accordance with item 11 below.
10. Arrangements regarding any fraction of less than one (1) share created as a result of theexercise of the subscription rights to shares
Any fraction of less than one (1) share in the number of shares to be delivered to each of theHolders of Subscription Rights to Shares who have exercised the subscription rights to sharesshall be rounded down.
411. Other conditions on the exercise of subscription rights to shares（1） Each of the Holders of Subscription Rights to Shares may exercise the subscription
rights to shares allotted on or after the day following the date on which the person
concerned loses any position as Director, Auditor, or Executive Officer of the Company(hereinafter, the “Date of Loss of Position”) on the basis of the position(s) which theperson concerned has lost.
（2） Notwithstanding item (1) above, within the period as mentioned in item 5 above, each of
the Holders of Subscription Rights to Shares may exercise the subscription rights toshares in the case of either (a) or (b) below (however, with regard to (b), cases where thedelivery of subscription rights to shares of the Restructured Company to the Holders ofSubscription Rights to Shares is provided for in a merger agreement, a share exchange
agreement or a plan for a share transfer in accordance with item 9 above are excluded)
only within the periods as respectively stipulated below.
(a)

In cases where the Holders of Subscription Rights to Shares do not reach theDate of Loss of Position before September 24, 2042
From September 25, 2042 to September 24, 2043(b) In cases where the proposal for the approval of a merger agreement under which
the Company shall become a merged com pany, or a proposal for the approval ofeither a share exchange agreement or a share transfer plan under which theCompany shall become a 100% subsidiary is approved at a general meeting ofshareholders (or by a resolution of the Board of Directors if no resolution of therelevant general meeting of shareholders is required)Fifteen (15) days from the day following the said approval date（3） The items (1) and (2) (a) shall not apply to any person who has succeeded to thesubscription rights to shares by inheritance.
（4） In the event that the Holders of Subscription Rights to Shares waive their subscription
rights to shares, they may not exercise the said subscription rights to shares.
12. Method for calculating the amount to be paid for the subscription rights to shares
The amount to be paid for each of the subscription rights to shares shall be the option price pershare calculated based on the following basic numerical numbers prescribed under thefollowing items (2) to (7) according to the formula of the Black-Scholes model below, multipliedby the Number of Shares Granted (any fractions of less than one (1) yen being rounded to thenearest yen).

(C = Se − qT N (d ) − Xe − rT N d − σ Tin which)σ2S Tln  +  r − q +2 X d=σ T（1） Option price per share ( C )（2） Stock price ( S ): The closing price of the common stock of the Company under regular
trading at the Tokyo Stock Exchange on September 24, 2013 (base price for the next
trading day if there is no closing price)（3） Exercise price ( X ): 1 yen（4） Expected remaining period ( T ): 12.4 years
5（5） Share price volatility ( σ ): The rate of the share price volatility calculated based on theclosing price of the common stock of the Company under regular trading on each trading
day over 12.4 years (from May 1, 2001 to September 24, 2013)（6） Risk-free interest rate ( r ): The interest rate on Japanese government bonds with theremaining years corresponding to the expected remaining period（7） Dividend yield ( q ): Dividend per share (actual dividend paid for the fiscal year endedMarch 2013) ÷ The share price as specified in item (2) above（8） Cumulative distribution function of the standard normal distribution（ N (⋅) ）※The amount to be calculated based on the above is the fair value of subscription rights
to shares, and does not fall under the category of an advantageous issuance. The
remuneration receivable by each person who will receive the allotment, equivalent to
the total amount to be paid for the subscription rights to shares of the Company andtheir obligations to pay for the subscription rights to these shares shall be offset.
13. Date of allotment of the subscription rights to shares

September 24, 2013

14. Due date for payment in exchange for the subscription rights to shares

September 24, 2013

15. Persons qualified for the allotment of subscription rights to shares, the number of thepersons, and the number of the subscription rights to shares to be allotted
Persons qualified for the allotment

Number ofthe persons

Board of Directors(TOHO HOLDINGS CO., LTD)

96

Number of the subscription
rights to shares to beallotted252