I. Purpose of the issue of stock options

 The Company would like to issue stock acquisition rights as stock options to its directors and corporate auditors to primarily ensure that its directors will have a common profit awareness with shareholders, that the link between an increase in long-term shareholder value and compensation will contribute to an improvement in the corporate value of the overall PARK 24 Group, and that a higher awareness on the part of the Company's corporate auditors about an appropriate audit will contribute to sound corporate management and lead to an improvement in social trust in the Company.
 We would therefore like to ask you to approve our granting of the subscription rights to shares, the details of which are provided in the following section, to the Company’s Directors and Corporate Auditors as compensation, etc. for a stock option scheme, with an upper limit of 100 million yen per year for the Company’s Directors and 6 million yen per year for the Company’s Corporate Auditors, in the 29th business year pursuant to the provisions of Article 361 and Article 387 of the Companies Act.
 The amount of compensation, etc. has been determined by comprehensively taking into account the amount calculated by multiplying the fair value of stock acquisition rights, which was calculated based on the Black-Scholes formula based on the Company's share prices as on November 30, 2012, by the maximum amount of the total stock acquisition rights to be allocated, as well as the effects of the incentive.

II. Details of stock acquisition rights

1

Type and number of shares subject to the stock acquisition rights
The type of shares subject to the stock acquisition rights shall be common shares of the Company, and the maximum total number of shares subject to the stock acquisition right shall be 350,000 shares for the Company's directors and 20,000 shares for its corporate auditors.
 In the event that the Company conducts a stock split or consolidates its stock, or in the event that it is appropriate to change the number of shares, the Company shall take the procedures that are deemed to be necessary.

2.

Number of stock acquisition rights

The maximum number of stock acquisition rights shall be 3,500 for the Company's directors and 200 for its corporate auditors.
 The number of shares for each stock acquisition right (hereinafter the "number of shares granted") shall be 100 common shares of the Company. When the Company follows the procedures deemed to be necessary as described in 1 above, the number of shares granted shall be changed based on the same procedures.

3.

Value of assets contributed for the exercise of stock acquisition

Investments that are made when exercising the stock acquisition rights shall be made in cash. The amount per stock acquisition right that is invested when exercising the stock acquisition rights shall be calculated by multiplying the number of shares granted by the value per share (hereinafter the "exercise price") that is calculated using the method given below.
 The exercise price is obtained by multiplying either the highest of the average of the closing prices of the Company's common shares traded on a regular basis on the Tokyo Stock Exchange on days of the month prior to the month in which the allotment date for the stock acquisition rights falls (excluding days on which no regular transaction takes place), or the closing price of the Company's common shares traded on a regular basis on the allotment date for the stock acquisition rights (the closing prices of the Company's common shares traded on a regular basis immediately prior to the allotment date for the stock acquisition rights, when no regular transaction takes place on the allotment date for the stock acquisition rights), by 1.03. Fractions of less than one yen that result from such calculation shall be rounded up to the nearest one yen.
 In the event that the Company conducts a stock split or consolidates its shares, or in the event that it is appropriate to change the exercise price, the Company shall follow the procedures deemed necessary.

4.

Exercise period for stock acquisition rights

The exercise period for stock acquisition rights shall be determined by resolutions made at the meeting of the Company's Board of Directors that determines the offering details of the stock acquisition rights, limiting the period to that from a date two years after the date of the above meeting of the Company's Board of Directors to within ten years of the date of the above meeting.

5.

Conditions relating to the exercise of stock acquisition rights

(1)

Persons who receive the allotment of the stock acquisition rights shall be directors, executive officers, corporate auditors, employees, consultants, advisors, or any other similar positions of the Company or its subsidiaries at the time they exercise their stock acquisition rights. This shall not apply, however, when persons who receive the allotment of the stock acquisition rights have retired due to the expiration of their terms of service, or there are other grounds that the Board of Directors considers reasonable.

(2) 

Other conditions relating to the exercise of stock acquisition rights shall be determined by the resolutions of the meeting of the Board of Directors that determines the offering details of the stock acquisition rights.

6.

Other details of stock acquisition rights

Other details of stock acquisition rights shall be determined, alongside other offering details, by the meeting of the Board of Directors that determines the offering details of the stock acquisition rights.

1.

Profile of the consolidated subsidiary 

1

Business name

MAZDA Car Rental Corporation

2

Address

2-15 Kinya-cho, Minami-ku, Hiroshima City, Hiroshima

3

Representative

Seishi Uenishi, President & CEO

4

Business

Vehicle rental service

5

Capital

150 million yen

2.

New business name 

Times Mobility Networks Co.,Ltd.

After the change in the business name, the rent-a-car service will continue to use the brand name 'MAZDA Rent-A-Car'.

3.

Reason of the change

The purpose of the change in the business name is to clarify the position of the subsidiary in the PARK24 Group and to demonstrate the overall strength of the Group. With its name changing to Times Mobility Networks, MAZDA Car Rental Corporation will aim to become a company that will provide a range of mobility services ( means to move ), including a rent-a-car service, to respond to rapid changes in the business environment, and that will meet the diversifying needs of consumers. Times Mobility Networks will aspire to create a comfortable motoring society, which is the goal of the PARK24 Group.

4.

Scheduled date of change

Sunday, June 5, 2011

1.

Damage

1.

Casualties

  The Company has confirmed no casualties among the Company or Group employees.

2.

Offices

  Two (2) offices of Mazda Rentacar in Ishinomaki and Sendai Airport, operated by a Group company, have suffered heavy tsunami damage to their interior, and it is not yet known when they can resume service.

3.

Hourly parking facilities, Times

  Operations are steadily being resumed of Times parking facilities in the Tohoku area, which had been suspended. However, operations are still suspended in areas where power has not been restored.
  In the Kanto area, there has been some damage to a number of mechanical parking facilities, which have not resumed operations.
  With respect to the impact of planned power outages, since entry and exit from the parking facilities will not be possible during times of outages, measures have been taken at facilities to raise awareness, such as putting up reminder notices for customers. In addition, measures to conserve energy by turning off Times signboards and lighting inside the parking facilities are being taken.

4.

Mazda Rentacar

Rentacar:

  Operations have been suspended at some offices, however operations are steadily being resumed, where the supply of fuel and other situations allow, in the Tohoku and Kanto area.

Car sharing:

  All Times PLUS operations that had been suspended have resumed operations at all stations from today.
 

  Park24 continues to remain completely committed to collecting accurate information and achieving a recovery, placing top priority on ensuring safety.
 

2.

Support for Disaster Stricken Areas

  Disaster aid goods, such as blankets, water, and food, have been transported to disaster stricken areas (Sendai) since March 12. The Group intends to contribute to the recovery by the transporting aid.
 

3.

Impact on performance

  PARK24 is currently investigating the damage caused by the earthquake, and if a material influence on performance for this fiscal year appears likely, it will disclose the information as soon as possible.

1. Reasons for acquiring shares

The Group will acquire all shares in NMC Fund 7 Corporation, which holds 100% of the stock of Rescue Network Co., Ltd., which operates a road service business and a contact center business using a network of approximately 8,500 towing operators and maintenance facilities throughout Japan, to make Rescue Network a subsidiary of the Group.

 Under the corporate slogan of 'People, Cars, Communities, and (Times),' PARK24 advanced into the rental car business in March 2009 by acquiring shares in Mazda Car Rental Corporation. It then began providing car sharing services based on synergy between the parking business and the rental car business to create a comfortable motorized society.

 PARK24 will bolster the operations and back-end of its rental car and car sharing services by acquiring the shares and making Rescue Network its subsidiary. It will also maximize its corporate value by continuing to pursue synergy with the Group to provide a range of services, including a road service, automobile inspection, and car maintenance, to more than three million members of the point program 'Times Club' and to its customers.

2. Profile of new subsidiary (Rescue Network Co., Ltd.)

(1)

Company Name

Rescue Network Co., Ltd.

(2)

Representative

Shigeo Takei, President

(3)

Head Office

6-26-5 Kameido, Koto-ku, Tokyo

(4)

Establishment

January 16, 2007

(5)

Business Outline

Outsourced road service business and outsourced contact center services

(6)

Settlement Month

March

(7)

Number of Employees

141

(8)

Capital

100 million yen

(9)

Shares Issued and Outstanding

600 shares

(10)

Latest Results

Net sales: 1,920 million yen
Recurring profit: 114 million yen (Fiscal year ending March 2010)

The following is a profile of the company (NMF Fund 7) from which the Company is acquiring shares:

(1)

Company Name

NMF Fund 7 Corporation

(2)

Representative

Akira Yasujima, Representative Director

(3)

Head Office

1-3-3 Uchisaiwaicho, Chiyoda-ku, Tokyo

(4)

Establishment

August 31, 1994

(5)

Business Outline

Management of Rescue Network Co., Ltd.

(6)

Settlement Month

March

(7)

Number of Employees

No employees except officers

(8)

Capital

100 million yen

(9)

Shares Issued and Outstanding

14,060 shares

3. Seller of shares

All shares (14,060shares) will be acquired from NMC2002L.P., (a fund to which Nippon Mirai Capital Co., Ltd. (1-3-3 Uchisaiwaicho, Chiyoda-ku, Tokyo) provides investment advice).

4. Number of shares to acquire and  shareholding before and after acquisition

(1)

Number of shares owned before acquisition

0 shares (shareholding: 0%)

(2)

Number of shares owned after acquisition

14,060 shares (shareholding: 100.0%)

5. Schedule (planned)

March 8, 2011 (Tue.)

Acquisition date of shares

6. Future outlook

The impact of the acquisition of shares in Rescue Network Co., Ltd. on the Company's consolidated financial results for the fiscal year ending October 2011 will be minor.

I. Purpose of the issue of stock options

The Company would like to issue stock acquisition rights as stock options to its directors and corporate auditors to primarily ensure that its directors will have a common profit awareness with shareholders, that the link between an increase in long-term shareholder value and compensation will contribute to an improvement in the corporate value of the overall PARK 24 Group, and that a higher awareness on the part of the Company's corporate auditors about an appropriate audit will contribute to sound corporate management and lead to an improvement in social trust in the Company.
 Separate from the amount of compensation, etc. for the Company's directors (excluding remuneration received as employees) that has been approved at the 12th General Shareholders' Meeting held on January 17, 1997, and the amount of compensation, etc. for the Company's corporate auditors that has been approved at the 12th General Shareholders' Meeting held on January 17, 1997, this proposal is presented for an approval for issuing stock acquisition rights, the details of which are as described below, for a maximum of 100 million yen for the 27th term to the Company's directors and a maximum of 6 million yen for the 27th term to its corporate auditors (the compensation, etc. shall not include remuneration for employees concurrently serving as employee and director).
 The amount of compensation, etc. has been determined by comprehensively taking into account the amount calculated by multiplying the fair value of stock acquisition rights, which was calculated based on the Black-Scholes formula based on the Company's share prices as on December 1, 2010, by the maximum amount of the total stock acquisition rights to be allocated, as well as the effects of the incentive.

II. Details of stock acquisition rights

1.

Type and number of shares subject to the stock acquisition rights
The type of shares subject to the stock acquisition rights shall be common shares of the Company, and the maximum total number of shares subject to the stock acquisition right shall be 500,000 shares for the Company's directors and 30,000 shares for its corporate auditors.
 In the event that the Company conducts a stock split or consolidates its stock, or in the event that it is appropriate to change the number of shares, the Company shall take the procedures that are deemed to be necessary.

2.

Number of stock acquisition rights

The maximum number of stock acquisition rights shall be 5,000 for the Company's directors and 300 for its corporate auditors.
 The number of shares for each stock acquisition right (hereinafter the "number of shares granted") shall be 100 common shares of the Company. When the Company follows the procedures deemed to be necessary as described in 1 above, the number of shares granted shall be changed based on the same procedures.

3.

Value of assets contributed for the exercise of stock acquisition

Investments that are made when exercising the stock acquisition rights shall be made in cash. The amount per stock acquisition right that is invested when exercising the stock acquisition rights shall be calculated by multiplying the number of shares granted by the value per share (hereinafter the "exercise price") that is calculated using the method given below.
 The exercise price is obtained by multiplying either the highest of the average of the closing prices of the Company's common shares traded on a regular basis on the Tokyo Stock Exchange on days of the month prior to the month in which the allotment date for the stock acquisition rights falls (excluding days on which no regular transaction takes place), or the closing price of the Company's common shares traded on a regular basis on the allotment date for the stock acquisition rights (the closing prices of the Company's common shares traded on a regular basis immediately prior to the allotment date for the stock acquisition rights, when no regular transaction takes place on the allotment date for the stock acquisition rights), by 1.03. Fractions of less than one yen that result from such calculation shall be rounded up to the nearest one yen.
 In the event that the Company conducts a stock split or consolidates its shares, or in the event that it is appropriate to change the exercise price, the Company shall follow the procedures deemed necessary.

4.

Exercise period for stock acquisition rights

The exercise period for stock acquisition rights shall be determined by resolutions made at the meeting of the Company's Board of Directors that determines the offering details of the stock acquisition rights, limiting the period to that from a date two years after the date of the above meeting of the Company's Board of Directors to within ten years of the date of the above meeting.

5.

Conditions relating to the exercise of stock acquisition rights

(1)

Persons who receive the allotment of the stock acquisition rights shall be directors, executive officers, corporate auditors, employees, consultants, advisors, or any other similar positions of the Company or its subsidiaries at the time they exercise their stock acquisition rights. This shall not apply, however, when persons who receive the allotment of the stock acquisition rights have retired due to the expiration of their terms of service, or there are other grounds that the Board of Directors considers reasonable.

(2) 

Other conditions relating to the exercise of stock acquisition rights shall be determined by the resolutions of the meeting of the Board of Directors that determines the offering details of the stock acquisition rights.

6.

Other details of stock acquisition rights

Other details of stock acquisition rights shall be determined, alongside other offering details, by the meeting of the Board of Directors that determines the offering details of the stock acquisition rights.

1.

Background to and purpose of adopting a holding company structure

Under the corporate slogan of "People, Cars, Communities, and (Times)," PARK24 has been seeking to expand Times, its hourly parking service, and develop new services related to car parking to create a comfortable motorized society. For this purpose, it has launched a number of initiatives, including the acquisition of Mazda Car Rental in March 2009, to create a car sharing business market. By expanding its operations through these initiatives, the Company has taken steps to bolster its corporate value.
  However, the environment surrounding the motorized society has been changing rapidly in recent years. In this environment,to create a sustainable motorized society and achieve sustainable growth,PARK24 has been endeavoring to strengthen its fundamental operations. Moreover, to achieve significant growth in new businesses, the Company believes that it needs to establish a Group structure that can deal with changes in the business environment. To achieve this, the Company has decided to adopt a holding company structure.
  PARK24 will remain a publicly listed company after the adoption of the holding company structure. It will aim to develop agile and flexible strategies and organizational management to organically exert its comprehensive capabilities, and will optimize its corporate value by strengthening its governance.
  When the Company adopts the pure holding company structure described above, the facility management services, the equipment sales business, and related businesses of TIMESSERVICE Co., Ltd., the Company's wholly owned subsidiary, and the car sharing business (the car sharing business) of Mazda Car Rental Corporation will be transferred to TIMES24 Co., Ltd. by way of demerger.

2.

Outline of the demerger

(1)

Schedule for demerger

Resolution of the Board of Directors relating to the establishment of a company in preparation for the demerger
  and the conclusion of a demerger contract: Wednesday, December 15, 2010
Establishment of a preparatory company: Friday, December 24, 2010 (scheduled)
Conclusion of a demerger contract: Monday, December 27, 2010 (scheduled)
Ordinary general meeting of shareholders to approve the demerger: Wednesday, January 26, 2011 (scheduled)
Date of the demerger scheduled (Effective date): Sunday, May 1, 2011 (scheduled)
 

(2)

Method of the demerger

Ahead of this demerger,The Company will adopt the spin-off-type (physical) absorption-type demerger, under which the Company becomes the demerging entity, andTIMES24 Co., Ltd., the Company's wholly owned preparatory company becomes the succeeding entity.
 

(3)

Details of shares related to the demerger

Ahead of this demerger,The Company will establish TIMES24 Co., Ltd., as a wholly owned preparatory company (succeeding entity). Because the Company will hold all outstanding shares of TIMES24 Co., Ltd., TIMES24 Co., Ltd. will not deliver any shares, money, or other property to the Company when this demerger is carried out.
 

(4)

Handling of stock acquisition rights and bonds with stock acquisition rights in the event of this demerger

There will be no changes in the handling of stock acquisition rights and bonds with stock acquisition rights issued by the Company.
 

(5)

Changes in capital as a result of this demerger

Not applicable 
 

(6)

Rights and obligations to be succeeded by the succeeding entity

TIMES24 Co., Ltd. will succeed the rights and obligations the Company has in relation to all its businesses, excluding its management of Group companies as the holding company stipulated in the Demerger Contract.
Transfer of the Company's obligations to TIMES24 Co., Ltd. shall be made by way of the concomitant assumption of obligations.
 

(7)

Prospect of the fulfillment of obligations

Bothe the Company after this demerger and TIMES24 Co., Ltd. expect to have assets in excess of liabilities. In addition, from the perspective of their income level, the two companies are not likely to encounter any situation in which they have difficulties in fulfilling their obligations. Consequently, it is considered that there are no concerns about the two companies fulfilling their obligations.
 

3.

Profile of companies involving the demerger

4.

(Consolidated) Operating results and financial conditions of the demerging entity for the last three years

[Unit: Million yen, unless otherwise specified]

[Outline of the Division to Be Demerged]

(1)

Details of the operations to be demerged

All businesses of the Company excluding its management of the Group companies as the holding company

(2)

Operating results of the operations to be demerged

(3)

Items and amount of assets and liabilities to be split (as of October 31, 2010)

 [Unit: Million yen]

5.

Profiles of companies after the demerger

6.

Future outlook

Because the succeeding entity will be a wholly owned subsidiary of PARK24, this demerger will not alter the Company's consolidated financial results. With respect to the non-consolidated financial results of PARK24, because it will become a holding company, its earnings are expected to mainly consist of dividend income and consignment fees from its subsidiaries and affiliates. Its expenses are expected to primarily comprise those related to the functions of the holding company.

Net sales

Operating profit

Recurring profit

Net income

Net income per share

million yen

million yen

million yen

million yen

yen

Previous forecasts (A)

95,200

9,900

9,000

5,350

37.81

Revised forecasts (B)

95,320

10,580

9,870

5,750

40.64

Change (B-A)

+120

+680

+870

+400

+2.83

Change ratio (%)

+0.1%

+6.9%

+9.7%

+7.5%

+7.5%

Ref) Performance of last fiscal year, same period

80,834

8,936

8,260

4,738

33.49

Net sales

Operating profit

Recurring profit

Net income

Net income per share

million yen

million yen

million yen

million yen

yen

Previous forecasts (A)

84,600

9,300

8,900

5,300

37.46

Revised forecasts (B)

84,890

9,940

9,640

5,690

40.21

Change (B-A)

+290

+640

+740

+390

+2.75

Change ratio (%)

+0.3%

+6.9%

+8.3%

+7.4%

+7.3%

Ref) Performance of last fiscal year, same period

78,189

8,404

8,063

4,659

32.94

 Name of the Bonds

 PARK24 Co., Ltd.
 15,000,000,000 yen Zero Coupon Convertible Bonds due 2026

 Date of cancellation

 September 3, 2009 (scheduled)

 Amount to be cancelled

 1,500 yen million

 Principal amount outstanding after cancellation

 10,150 yen million

 Impact on financial results of the Company

 It is estimated that the purchase and cancellation will generate a gain on cancellation of 15 yen million.

 Issue date

 April 10, 2006 (London time)

 Total amount of issue

 15,000 yen million

 Principal amount outstanding before cancellation

 11,650 yen million

 Maturity date

 April 10, 2026 (London time)

 Interest rate

 Zero coupon

 Conversion price

 2,608.4 yen

1.

Parties eligible for the issuing of stock acquisition rights, their number, and the number of allotted stock acquisition rights

A total of 1,800 stock acquisition rights shall be allotted to two directors of the Company.
A total of 140 stock acquisition rights shall be allotted to three corporate auditors of the Company.
A total of 8,935 stock acquisition rights shall be allotted to 134 employees of the Company. 
A total of 470 stock acquisition rights shall be allotted to 16 directors, corporate auditors and employees of the Company's subsidiaries.

2.

Type and number of shares subject to stock acquisition rights

 The type of shares subject to the stock acquisition rights shall be common shares of the Company, and the number of shares subject to each stock acquisition right shall be 100 shares. (The initial ceiling for shares subject to all stock acquisition rights shall be 1,134,500 shares)

3.

Total number of stock acquisition rights

11,345

4.

Value of assets contributed for the exercise of stock acquisition rights

 88,800 yen for each stock acquisition right (888 yen for each share)

(Note) The above amount is obtained by multiplying the average of the closing prices of the Company's common shares traded on a regular basis on the Tokyo Stock Exchange on days of the month prior to the month in which the allotment date for the stock acquisition rights (July 8, 2009) falls (excluding days on which no regular transaction takes place) by 1.03, and multiplying the result of such calculation, with fractions of less than one yen that result from such calculation rounded up to the nearest one yen, by the number of shares subject to each stock acquisition right.

*Other main points for the issuing of stock acquisition rights besides those set forth above (including terms for adjustment after the allotment date with respect to 2 and 4 above) are notified in the Notice of Granting of Stock Options (Stock Acquisition Rights) dated June 18, 2009.

1.

Reason for the issuing of stock options

 The Company shall issue stock options free of charge to directors, corporate auditors and employees of the Company and the Company's subsidiaries to increase its corporate and shareholder value with improved results by giving greater motivation to the directors, corporate auditors and employees and boosting their morale.

2.

Main points for the issuing of stock options

(1)

Parties eligible for the issuing of stock options, their number, and the number of allotted stock options

 A total of 11,345 stock options shall be allotted to 155 directors, corporate auditors and employees of the Company and its subsidiaries.

(2)

Type and number of shares subject to stock options

 The type of shares subject to the stock options shall be common shares of the Company. The number of shares subject to each stock option (hereinafter the 'number of subject shares') shall be 100 shares. (The initial ceiling for shares subject to all stock options shall be 1,134,500 shares.)

 However, the number of subject shares shall be adjusted with the use of the following formula when the Company performs a share split or a reserve share split after the allotment date for the stock options. This adjustment shall be performed on the number of shares subject to the stock options for which the rights remain unexercised at the time of adjustment. Fractions of less than one yen that result from such adjustment shall be omitted.

 Number of subject shares after adjustment = number of shares before adjustment x ratio of share split/ reverse share split

 The Company may adjust the number of subject shares within the scope deemed necessary and rational when the Company issues shares or disposes of treasury stock at prices below their market value (except when preemptive rights or stock options are exercised), when the Company allots shares free of charge, where the Company performs a merger, when the Company conducts a corporate spin-off, when the Company becomes the 100% owner of another company through a share swap with that company, and when the adjustment of the number of subject shares is required for other reasons, after the allotment date for the stock options. Fractions of less than one yen that result from the adjustment shall be omitted.

(3)

Total number of stock options

 11,345

(4)

Amount paid for stock options

 No payment of money shall be required in exchange for the issuing of stock options. The absence of the requirement for the payment of money shall not correspond to advantageous placement.

(5)

Value of assets contributed for the exercise of stock options

 Money shall be the aim of contribution made for the exercise of the stock options. The value of assets contributed for such exercise per stock option shall be the amount obtained by multiplying the value of each share issued through the exercise of the stock options set forth below (hereinafter the 'exercise price') by the number of subject shares.

 The exercise price shall be the amount obtained by multiplying the higher of the average closing price for the Company's common shares traded on a regular basis on the Tokyo Stock Exchange on days of the month prior to the month, in which the allotment date for the stock options falls (excluding days on which no regular transaction takes place), or the closing price for such shares traded on a regular basis on the same Exchange on the allotment date for the stock options by 1.03 (closing price for such shares traded regularly on the closest prior date in cases when no regular transaction takes place on the allotment date). Fractions of less than one yen that result from such calculation shall be rounded up to the nearest one yen.

 However, the exercise price shall be adjusted with the use of the following formula when the Company performs a share split or a reverse share split after the allocation date for the stock options. In these cases, fractions of less than one yen that result from the adjustment shall be rounded up to the nearest one yen.

 The exercise price shall be adjusted with the use of the following formula when the Company issues shares or disposes of treasury shares at prices below their market value after the allotment date for the stock options (excluding cases where preemptive rights or stock options are exercised). Fractions of less than one yen that result from the adjustment shall be rounded up to the nearest one yen.

 The 'number of outstanding shares' appearing in the above formula shall be the number of shares calculated by deducting the number of treasury shares held by the Company from the number of the Company's outstanding shares. The 'number of issued shares' and the 'market value before share issuance' shall be replaced with the 'number of shares for disposal' and the 'market value before disposal,' respectively, when the Company disposes of treasury shares.

 The Company may adjust the exercise price within the scope deemed necessary and rational when the Company allots shares free of charge, when the Company performs a merger, when the Company conducts a corporate spin-off, when the Company becomes the 100% owner of another company through a share swap with that company, and when adjustment of the exercise price is required for other reasons, after the allotment date for the stock options. Fractions of less than one yen that result from such adjustment shall be rounded up to the nearest one yen.

(6)

Exercise period for stock options

 The period in which the stock options may be exercised (hereinafter the 'exercise period') shall be from December 1, 2011 to January 31, 2017. However, the preceding business day shall be deemed the last day of the exercise period when the last day of the exercise period falls on a business holiday established by the Company.

(7)

Amounts of increase in capital stock and capital legal reserve due to share issuance as a result of the exercise of stock options

(a)

The amount of increase in capital stock due to the issuing of shares as a result of the exercise of the stock options shall be the amount corresponding to 50% of the maximum amount of increase in capital stock and the like calculated in accordance with Paragraph 1, Article 17 of the Corporate Calculation Regulation. Fractions of less than one yen shall be rounded up to the nearest one yen when such fractions arise as a result of calculation stated above.

(b)

The amount of increase in capital legal reserve due to share issuance as a result of the exercise of the stock options shall be the amount calculated by deducting the amount of increase in capital stock prescribed in the foregoing paragraph (a) from the maximum amount of increase in capital stock and the like stated in the same foregoing paragraph.

(8)

Conditions for the exercise of stock options

(a)

Parties receiving the stock options (hereinafter 'holders of the stock options') must occupy the position of director, executive officer, corporate auditor, employee, advisor or senior advisor at the Company or any of its subsidiaries (hereinafter the 'eligibility for the exercise of rights') at points where they exercise the stock options. However, holders of the stock options may exercise the stock options, which are exercisable on the date of loss, until the day one year after the loss of the eligibility for the exercise of rights when they lose such eligibility by retiring from their position due to term expiration or age limit on or after the first day of the exercise period. (The period for such exercise, however, shall be limited to the exercise period.)

(b)

Heirs to holders of the stock options shall not be permitted to exercise the stock options if the holders die. However, heirs to holders of the stock options may exercise stock options that are exercisable on the date when the holders die, up to one year after death, when the holders were qualified to exercise the rights on the first day of the exercise period and at the time of their death, and when such holders die on or after the first day of the exercise period. (The period for such exercise, however, shall be limited to the exercise period.) (However, opportunities for exercising the stock options shall be limited to only once for a group that consists of all heirs who inherited such rights from their holders.)

(c)

Holders of the stock options may not exercise the stock options after the emergence of any of the conditions that the Board of Directors of the Company sets as unsuitable for such exercise in light of the objective of granting the stock options, including serious acts in violation of the Articles of Incorporation or internal regulations of the Company (including, but, not limited to, guilty verdicts for acts subject to penal punishment, obligations to compensate the Company for damages under the provisions of Article 423 of the Company Law, and disciplinary dismissals) and the assumption of office as a director, executive officer, corporate auditor, employee, temporary employee, advisor or consultant of any company that has a competitive relationship with the Company.

(d)

Holders of the stock options may exercise the stock options granted to them, in whole or in part, with a single procedure. However, the holders may not partially exercise any single stock option.

(e)

Each holder of the stock options may exercise the stock options once in a period of one year (the period from January 1 to December 31).

(f)

Other conditions relating to the exercise of the stock options shall be as prescribed in the Stock Acquisition Rights Allotment Agreement, which will be concluded between the Company and parties that are entitled to the allotment of the stock options.

(9)

Restrictions on the assignment of stock options

 Acquisition of the stock options by means of assignment must be approved by resolution of the Board of Directors of the Company

(10)

Items relating to the acquisition of stock options

(a)

The Company may acquire the stock options free of charge on a date separately established by its the Board of Directors when a merger agreement, under which the Company ceases to exit, a divesture agreement for business succession, under which the Company becomes a divesting entity, a divesture plan for corporate establishment, in which the Company becomes a divesting entity, a share exchange agreement, under which the Company becomes a wholly owned subsidiary, or a share transfer plan, in which the Company becomes a wholly owned subsidiary, is approved at the General Meeting of Shareholders of the Company (when the Board of Directors of the Company resolves to adopt the agreement or plan in cases when the approval of the General Meeting of Shareholder is not required).

(b)

The Company may acquire the stock options free of charge on a date separately established by its the Board of Directors when complete acquisition of class shares which are entirely subject to call options is approved at the General Meeting of Shareholders of the Company in accordance with Paragraph 1, Article 171 of the Company Law.

(c)

The Company may acquire the stock options free of charge on a date separately established by its the Board of Directors when holders of the stock options become unable to exercise their rights, in whole or in part, under the provisions of the foregoing section (8).

(11)

Handling of stock options at points when acts of organizational restructuring are performed

 The Company shall issue stock options for joint stock companies stated in items (a) through (e), Subparagraph viii, Paragraph 1, Article 236 of the Company Law (hereinafter 'companies subject to restructuring') to holders of the stock options outstanding at points when acts of organizational restructuring take effect (hereinafter 'outstanding stock options') based on the following conditions when the Company performs a merger (limited to cases when it ceases to exist as a result of the merger), a divesture for business succession, a divesture for corporate establishment, a share exchange or a share transfer (collectively referred to as 'acts of organizational restructuring' hereinafter). In these cases, outstanding stock options shall be deemed to have lost effect. However, this rule shall be valid only when the issuing of stock options for companies subject to restructuring in accordance with the following conditions is prescribed in merger agreements for business succession, merger agreements for corporate establishment, divesture agreements for business succession, divesture plans for corporate establishment, share exchange agreements or share transfer plans.

(a)

Number of stock options issued for companies subject to restructuring

 Stock acquisition rights for respective companies subject to restructuring shall be issued in the same number as the number of outstanding stock options held by holders of these stock options.

(b)

Type of shares in companies subject to restructuring subject to stock options

 The type of shares in companies subject to restructuring subject to stock options shall be common shares of companies subject to restructuring.

(c)

Number of shares in companies subject to restructuring subject to stock options

 The number of shares in companies subject to restructuring subject to stock options shall be determined in consideration of factors including conditions for acts of organizational restructuring, in accordance with the rules prescribed in section (2) above.

(d)

Value of assets contributed for the exercise of stock options

 The value of assets contributed for the exercise of stock options shall be determined in consideration of factors, including conditions for acts of organizational restructuring, in accordance with the rules prescribed in section (5) above.

(e)

Period in which stock acquisition can be exercised

 The period during which stock options can be exercised shall be the period from the later of the first day of the period in which stock options can be exercised, which is set forth in section (6) above, or the day on which acts of organizational restructuring take effect, and the expiration date for the exercise of stock options shall be as set forth in section (6) above.

(f)

Conditions for the exercise of stock options

 Conditions for the exercise of stock options shall be determined in accordance with the rules set out in section (8) above.

(g)

Items relating to increases in capital stock and capital legal reserve due to the issuing of shares as a result of the exercise of stock options

 Items relating to increases in capital stock and capital legal reserve due to the issuing of shares as a result of the exercise of stock options shall be determined in accordance with the rules prescribed in section (7) above.

(h)

Restrictions on the acquisition of stock options by means of assignment

 Acquisition of stock options by means of assignment must be approved by companies subject to restructuring.

(i)

Call options on stock options

 Call options on stock options shall be determined in accordance with the rules set out in section (10) above.

(12)

Allotment date for stock options

 Allotment date for stock options shall be July 8, 2009.

(13)

Stock acquisition rights certificate

 No stock options certificate shall be issued for these stock options.

(14)

Odd lots less than one share shall be omitted when such lots arise in the number of shares issued to holders of these stock options who exercised these stock options.

Name of the Bonds

PARK24 Co., Ltd.
15,000,000,000 yen Zero Coupon Convertible Bonds due 2026

Date of cancellation

April 23, 2009 (scheduled)

Amount to be cancelled

 3,350 yen million

Principal amount outstanding after cancellation

11,650 yen million

Impact on financial results of the Company

It is estimated that the purchase and cancellation will generate a gain on cancellation of 185 yen million.

Issue date

April 10, 2004 (London time)

Total amount of issue

15,000 yen million

Principal amount outstanding before cancellation

15,000 yen million

Maturity date

April 10, 2026 (London time)

Interest rate

Zero coupon

Conversion price

2,608.4 yen

[1] Purpose of granting stock option

   Putting emphasis on ensuring that the Company's directors share an awareness of profits with shareholders, and to link the increase of long-term shareholder value with remuneration so as to encourage an improvement in the corporate value of the PARK24 Group and improve the soundness of management and social standing of the Company by raising awareness of its corporate auditors about proper audits, the Company seeks to grant equity warrants as stock options to its directors and corporate auditors.
   This resolution seeks to grant the following equity warrants within the scope of 37,000,000 yen per year for directors and within the scope of 3,000,000 yen per year for corporate auditors for the 25th fiscal year. This is to be given separately from remuneration for directors (except salaries for employees) approved at the 12th Annual Meeting of Shareholders held on January 17, 1997 and remuneration for corporate auditors approved at the 12th Annual Meeting of Shareholders held on January 17, 1997. (The remuneration does not include salaries for employees provided to the employees who also hold the post of director.)
   The amount of the remuneration was determined by comprehensively considering (i) Amount calculated by multiplying the fair value of the equity warrants calculated using the Black-Scholes formula based on the Company's share price as of December 1, 2008 and the upper limit of the total number of the equity warrants to be allotted, (ii) Effects as an incentive, and the like.

[2]Details of the equity warrants

1.

Type and the number of shares to be issued for the equity warrants

   The type of shares to be issued for the equity warrants is the Company's common shares. The upper limit of the number of shares to be issued for the equity warrants is 280,000 shares for directors and 20,000 shares for corporate auditors.
   When the Company splits or combines its shares and in other cases where it is appropriate to change the number of shares, the Company will take the necessary measures.

2.

Number of equity warrants

   The Company sets the upper limit of the number of the equity warrants at 2,800 units for directors and 200 units for corporate auditors.
    The number of shares to be issued for an equity warrant (hereinafter "the number of shares to be issued") should be 100 common shares of the Company.When "the Company will take necessary measures" as provided in the proviso in (1), the number of shares to be issued should be changed in accordance with the measures.

3.

Amount of property invested when exercising the equity warrants

   The object of the investment for exercising equity warrants should be money, and the amount of investment per equity warrant when exercising the equity warrants should be calculated by multiplying the price per share determined by the following method (hereinafter "exercise price") by the number of shares to be issued.
   The exercise price is calculated by multiplying by 1.03 (a) the average value of the closing prices of regular transactions of each day (excepting days on which regular transactions were not effectively concluded) in the month prior to the month to which the date of offering of the equity warrants belongs with respect to the company's common shares in the Tokyo Stock Exchange, Inc., or with (b) the closing price of regular transactions on the date of offering of the equity warrants (if no regular transaction was effectively concluded on the date of offering of the equity warrants, the closing price of a regular transaction on the nearest preceding day), whichever is higher, (a) or (b). Any fractions below 1 yen resulting from the calculation should be rounded up to the nearest yen.
    If the Company splits or combines its shares, or if it is appropriate to change the exercise price, the Company will take measures that it deems necessary.

4.

Period for exercising the right of the equity warrants

   The period for exercising the right of the equity warrants should be determined by resolution of the Board of Directors within the period from the date when two years have passed since the date of the resolution on the subscription requirements of the equity warrants to the date when ten years have passed since the date of the resolution.

5.

Conditions for exercising the right of the equity warrants

   (i) Persons who received an allotment of equity warrants need to be a director, corporate auditor, employee of the Company or its subsidiaries, or hold any equivalent position at the time of exercising the right. However, this shall not apply to cases in which a person who received an allotment of the equity warrants has retired at the expiration of the term, or when the Board of Directors acknowledges that reasonable grounds exist to waive the requirements.
   (ii) The other conditions for the execution of the rights of equity warrants should be pursuant to the resolution of the Board of Directors, which is responsible for decisions about the subscription requirements of the equity warrants.

6.

Other details of the equity warrants

   Other details of the equity warrants should be determined along with the other subscription requirements by the Board of Directors, which is responsible for decisions about the subscription requirements of the equity warrants. 

Corporate name

TPF2 Limited

Head office location

Chiyoda-ku, Tokyo

Name & title of the representative

Kenichi Sasaki, Representative Director

Businesses

Lease of real estate

Established

August 22, 2003

Capital

3 million yen

Outstanding shares

60 shares

Net assets

3 million yen

Total assets

7,729 million yen

Fiscal year end

End of September

Major shareholder & shareholding ratio

TPF2 Holding inc.  100%