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.