To Whom It May Concern:

July 18, 2014

Listed Company Name:

TOTO LTD.

Representative:

Madoka Kitamura,

President , Representative Director

Code Number:

5332

(First Section of Tokyo/Nagoya Stock

Exchanges, Fukuoka Stock Exchange)

Contact Person:

Masanori Akasaka,

General Manager of Public & Investors

Relations Dept.

(TEL: +81-3-6836-2024)

Notice of Resolutions Regarding the Issuance of Stock Options (Subscription Warrants)

TOTO LTD. announced today that it has adopted the following resolutions on unresolved issues regarding the issuance of stock options (TOTO Ltd.'s 8th subscription warrants) approved at a meeting of the Board of Directors held on June 27, 2014:
1. Amount to be paid in for the subscription warrants:999,000 yen per subscription warrant
(999 yen per share)
* The Company shall provide the relevant members with monetary remuneration equivalent to the total paid-in value of the subscription warrants, and in order to compensate them for their remuneration rights, the Company shall fulfill its obligation to pay the value of the
subscription warrants.
2. Type and number of shares that are object of subscription warrants
The type of shares that are the object of the subscription warrants shall be common stocks of the Company. The number of shares for each subscription warrant (the "Number of Granted Shares") shall be 1,000 shares.
However, if a share-split or a reverse share-split is conducted for common stocks of the Company after the date when the subscription warrants are allotted (the "Allotment Date"), the Number of Granted Shares shall be adjusted by applying the following formula:
Number of Granted Shares after adjustment = Number of Granted Shares before adjustment × Ratio of share-split/reverse share-split
In addition to the above, if a full share unit is amended after the allotment date, the Number of Granted Shares shall be adjusted to a reasonable extent.
Any fractions of less than one share resulting from the above adjustments shall be rounded down to the nearest one share.
3. Members to whom the subscription warrants are to be allocated, and the number of members and subscription warrants to be allocated
Seventy-one units of subscription warrants shall be allocated to 10 of the Company's
directors (excluding outside directors).

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This notice has been translated from the original notice in Japanese. In the event of any discrepancy, the original in Japanese shall prevail.

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