914,000,000 shares of common stock of the Company, the aggregate of (i) through (iii) described below:

(i)       614,000,000 shares of common stock of the Company, issued for purchase by the Japanese Underwriters in the Japanese Public Offering, described in (4)(i) below;

(ii)      256,000,000 shares of common stock of the Company, issued for purchase by the International Underwriters in the International Offering, described in (4)(ii) below; and

(iii)     A maximum of 44,000,000 shares of common stock of the Company, additionally issued for purchase by the International Underwriters upon exercise of the option, described in (4)(ii) below.

The amount to be paid in will be determined on a day in the period between July 18, 2012 (Wed) and July 20, 2012 (Fri) (such date, the "Pricing Date") in accordance with the method set forth in Article 25 of the Regulations Concerning Underwriting of Securities, etc. promulgated by the Japan Securities Dealers Association ("JSDA").

The amount of stated capital to be increased shall be half of the maximum increase amount of stated capital, as calculated in accordance with the provisions of Article 14, Paragraph 1 of the Rules of Account Settlement of Corporations with any fraction less than one yen resulting from the calculation being rounded up to the nearest one yen. The amount of capital reserves to be increased shall be the amount obtained by subtracting the said amount of stated capital to be increased from the said maximum amount of stated capital increase.

The Japanese offering and the international offering shall be made simultaneously.

(i)       Japanese Public Offering:

          The offering to be made in Japan shall be a public offering (the "Japanese Public Offering"), and five Japanese underwriters (collectively, the "Japanese Underwriters"), in which one of the Japanese Underwriters acts as the Japanese lead manager (the "Japanese Lead Manager"), shall underwrite and purchase all of the new shares with respect to the Japanese Public Offering. The Japanese Lead Manager will solely manage the book building and allocation with respect to retail and corporate (non-financial) investors' portion of the Japanese Public Offering. With respect to managing allocation to and demand from institutional investors, the Japanese Lead Manager shall jointly manage the book building and allocation together with the other Japanese Underwriters acting as the Japanese joint lead managers (the "Japanese Joint Lead Managers").

(ii)      International Offering:

          In the offering to be made outside of Japan, mainly in Europe (with the offering in the United States restricted to sales to Qualified Institutional Buyers under Rule 144A of the U.S. Securities Act of 1933) (the "International Offering"), the aggregate number of shares shall be severally and not jointly purchased by several international underwriters (the "International Underwriters"). Among the International Underwriters, four will act as the international joint lead managers (the "International Joint Lead Managers"). The Company shall also grant the International Underwriters the option to purchase additional newly issued shares of common stock, as described in (1)(iii) above.

With regard to the number of shares to be offered in (i) and (ii) above, the number of shares to be issued is planned to be 614,000,000 shares for the Japanese Public Offering and 300,000,000 shares for the International Offering (256,000,000 shares to be purchased by the International Underwriters initially and 44,000,000 additional shares to be purchased upon exercise of the option in (1)(iii) above). However, the final breakdown shall be determined on the Pricing Date by taking into account market demand and other conditions.

The issue price (the offer price) with regard to each of (i) and (ii) shall be determined in accordance with the method stated in Article 25 of the Regulations Concerning Underwriting of Securities, etc., of the JSDA, on the Pricing Date based on the preliminary pricing terms calculated by multiplying the closing price in regular trading of the shares of common stock of the Company on the First Section of the Tokyo Stock Exchange, Inc. on the Pricing Date (or, if no closing price is quoted, the closing price of the immediately preceding date) by between 0.90 and 1.00 (with any fraction less than one yen being rounded down), taking into account market demand and other conditions.

The joint global coordinators for the Japanese Public Offering, the International Offering as well as the offering mentioned below in "3. Secondary offering of shares (offering by way of over-allotment)" shall be two of the Japanese Underwriters and one of the International Underwriters (the "Joint Global Coordinators").

The Company shall not pay any underwriting commissions to the Japanese Underwriters and the International Underwriters, although the aggregate amount of the difference between (a) the issue price (offer price) in each offering and (b) the amount to be paid in to the Company by the Underwriters shall constitute proceeds to the Underwriters.

The subscription period shall be from the business day immediately following the Pricing Date to the second business day following the Pricing Date.

The payment date shall be any day in the period from July 25, 2012 (Wed) to July 27, 2012 (Fri), provided, however, that such day shall be the fifth business day following the Pricing Date.

1,000 shares

Proceeds from the issuance of new shares by way of public offering as well as proceeds from the issuance of new shares by way of third-party allotment are scheduled to be applied to capital expenditures, including the acquisition of aircraft, chiefly the fuel-efficient aircraft Boeing 787 (i.e. the 787-8 and 787-9 models), by the end of March 2015 for the main purpose of expanding the international route network.

86,000,000 shares of common stock of the Company.

The number of shares mentioned above is the maximum number of shares to be sold. The above number may decrease, or this offering by way of over-allotment itself may be cancelled, depending on market demand and other conditions. Furthermore, the number of shares to be sold shall be determined on the Pricing Date, taking into account market demand and other conditions in the Japanese Public Offering.

The Japanese Lead Manager

Undetermined (The selling price shall be determined on the Pricing Date; provided, however, that such selling price shall be the same as the issue price (the offer price) in the Japanese Public Offering.)

Taking into account market demand and other conditions for the Japanese Public Offering in "2. Issuance of new shares by way of public offering", the Japanese Lead Manager will make a secondary offering of the maximum of 86,000,000 shares that it borrows from certain shareholder(s) of the Company.

The subscription period shall be the same as the subscription period in the Japanese Public Offering.

The delivery date shall be the business day immediately following the payment date in the Japanese Public Offering.

1,000 shares

86,000,000 shares of common stock of the Company.

The amount to be paid in shall be the same as the amount to be paid in stated in "2. Issuance of new shares by way of public offering" above.

The amount of stated capital to be increased shall be half of the maximum increased amount of stated capital, as calculated in accordance with the provisions of Article 14, Paragraph 1 of the Rules of Account Settlement of Corporations with any fraction less than one yen resulting from the calculation being rounded up to the nearest one yen. The amount of the capital reserves to be increased shall be the amount obtainable by subtracting the said amount of stated capital to be increased from the said maximum amount of stated capital increase.

the Japanese Lead Manager

August 16, 2012 (Thu)

August 17, 2012 (Fri)

1,000 shares