Notice Regarding Partial Amendments of the Articles of Incorporation

[Translation]

To Whom It May Concern

January 24, 2014

Tosei Corporation
Toranomon Tosei Building, 4-2-3 Toranomon, Minato-ku, Tokyo
President and CEO: Seiichiro Yamaguchi
Securities code: 8923 (Tokyo Stock Exchange, First Section)
Securities code: S2D (Singapore Exchange, Main Board)
Contact: Noboru Hirano, Director and CFO
TEL: +81-3-3435-2864

Notice Regarding Partial Amendments of the Articles of Incorporation

Tosei Corporation (the "Company") hereby announces that it has resolved at the Board of Director meeting held on January 24, 2014 to submit a proposal regarding partial amendments of the Articles of Incorporation to the 64th Ordinary General Meeting of Shareholders scheduled on February 27, 2014

  1. 1.Reasons for amendments

    (1) In order to prepare for future business development of the Company, an item of purpose will be added to Article 2 (Purpose) of the current Articles of Incorporation and item numbering will be adjusted due to the new establishment of the item.

    (2) In order to stipulate the rights of holders of shares less than one unit with no voting rights, Article 8 (Restriction on the rights regarding shares less than one unit) will be newly established in the Articles of Incorporation and article numbering will be adjusted accordingly.

  2. 2.Details of amendments

    Details of amendments are as follows:

    (Changes are underlined.)

    Current Articles of IncorporationProposed amendments

    Article 1. (Omitted)

    Article 2. Purpose
    The purpose of the Company shall be to engage in the following businesses:
    1. –12. (Omitted)
    (Newly established)




    13. Any other business incidental or relating to the businesses referred to in any of the foregoing items

    Article 3.– 7. (Omitted)
    (Newly established)














    Article 8.– 46. (Omitted)

    Article 1. (No change)

    Article 2. Purpose
    The purpose of the Company shall be to engage in the following businesses:
    　1. –12. (No change)
    　13. Operation and leasing of commercial
    　facilities, accommodation facilities, sports
    　facilities, senior care facilities, recreational
    　facilities and others
    　14. Any other business incidental or relating
    　to the businesses referred to in any of the
    　foregoing items

    Article 3.– 7. (No change)

    Article 8. Restriction on the rights regarding
    　　　　　shares less than one unit
    　　　　　The Company’s shareholders may
    　　　　　not exercise any right, in relation
    　　　　　to their holding shares less than
    　　　　　one unit, other than the rights
    　　　　　set forth in each of the
    　　　　　following items:
    　　(1)Rights set forth in each item of Article
    　　189, paragraph 2 of the Companies Act 　　(2)A right to claim the acquisition
    　　of shares with put options
    　　(3)A right to receive allocations of shares
    　　and stock acquisition rights for
    　　subscription

    Article 9.– 47. (No change)
  3. 3.Schedule

    Date of General Meeting of Shareholders to Amend the Articles of Incorporation:
    　February 27, 2014 (Thu)

    Effective Date:
    　Same as above

End