ANA : Execution of Memorandum of understanding regarding Joint Sponsorship of Skymark Inc.

April 22, 2015

Company Name: ANA HOLDINGS INC. Representative: Shinya Katanozaka, President & CEO (Code No: 9202 TSE 1st section)

Inquiries: Yuzo Hara , Director of General Administration & CSR Promotion (Tel. 03-6735-1001)

Execution of Memorandum of understanding regarding Joint Sponsorship of Skymark Inc.

TOKYO April 022, 2015

Skymark Inc., Integral Corporation and ANA HOLDINGS INC. ("ANAHD") have today agreed upon and executed a memorandum of understanding stating that Integral and ANAHD will jointly support Skymark which is currently undergoing civil rehabilitation proceedings.

1

To: All Parties

Company: Skymark Airlines Inc.

Chairman and

Executive Director

Takashi Ide

April 22, 2015

Enquiries President and

Representative Director

Masakazu Arimori

TEL: +81 (3) 5708-8280

Company: Integral Corporation

Representative Director Nobuo Sayama

Enquiries Controller Yasuaki Sumikawa

TEL: +81 (3) 6212-6107

Company: ANA HOLDINGS INC.

President and Chief Executive Officer

Shinya Katanozaka

Enquiries Vice President Corporate Communications

Kazutoshi Tsujimura

TEL: +81 (3) 6735-1111

Announcement

Execution of Memorandum of Understanding Regarding Joint Sponsorship of

Skymark Inc.

Skymark Inc. ("Skymark"), Integral Corporation ("Integral") and ANA HOLDINGS INC. ("ANAHD") have today agreed upon and executed a memorandum of understanding (the "Memorandum") stating that Integral and ANAHD will jointly support Skymark which is currently undergoing civil rehabilitation proceedings.
1. Background for the Execution of the Memorandum
Since the commencement order of the civil rehabilitation proceedings was announced on February 4,
2015, Skymark has signed a basic rehabilitation support agreement with Integral on February 5, 2015 and is working to quickly revitalize its business with Integral‟s support.
On February 12, 2015, Skymark appointed GCA Savvian Corporation as its financial adviser to broadly solicit and select sponsors who would be willing to support Skymark in its attempt to maintain and develop the value of Skymark‟s business. Following this selection process, Skymark has decided to appoint ANAHD to be the joint sponsor with Integral and has executed the Memorandum with Integral and ANAHD. ANAHD has experience with the rehabilitation of other Japanese airlines and has offered a wide range of support in sales, supplies and maintenance services to improve the value of Skymark‟s business.
ANAHD is the holding company of ALL NIPPON AIRWAYS CO., LTD. , ANA WINGS CO., LTD., Air Japan Co., Ltd (full service carrier) Vanilla Air Inc. (a provider of low-cost carrier operations), ANA Sales Co., Ltd. (a travel business provider), ALL NIPPON AIRWAYS TRADING CO., LTD. (a trading business provider) and several other companies. ANAHD, whose mission statement is "Built on a foundation of security and trust, the "wings within ourselves‟ help to fulfill the hopes and dreams of an interconnected world," is Japan‟s largest airline group, and has played a major role in Japan‟s air transportation services for over 60 years.
Beginning today, Skymark, Integral and ANAHD will, under the supervision of the Tokyo District Court and court appointed supervisor, hold detailed negotiations on the basis of the Memorandum and will execute sponsorship agreements and formulate a proposed rehabilitation plan (the "Proposed Rehabilitation Plan") as part of the civil rehabilitation proceeding.
2. Main Points of the Memorandum
The Memorandum stipulates the basic conditions of the joint sponsorship by Integral and ANAHD of Skymark in order to achieve the revitalization of its business as an independent corporation, with shares issued by Skymark to be re-listed on the stock market as soon as possible.
The overview of the Memorandum is as follows;
(1) Capital Contribution and Payment of Debts
It will be stipulated in the Proposed Rehabilitation Plan that Skymark will perform a 100% capital reduction. After a confirmation order for the Proposed Rehabilitation Plan becomes final and binding, Skymark will perform a capital increase through the allocation of new shares. Integral, ANAHD and other entities will subscribe to these shares and become new shareholders.
The total amount of planned investment is 18 billion JPY, which will be used for the payment of debts (comprising common benefit claims, preferred claims and rehabilitation claims) outstanding at the time the confirmation order of the Proposed Rehabilitation Plan becomes final and binding.
The ratio of capital contributions and voting rights shall be apportioned such that Integral will hold
50.1%, ANAHD will hold a maximum of 19.9%, with other entities holding the remainder. Integral and ANAHD will mutually discuss the capital contribution by other entities and decide on such capital contribution by the time of submission of the Proposed Rehabilitation Plan.
In addition, Skymark is planning to execute commitment lines with financial institutions with the support of Integral and ANAHD to ensure that Skymark has the necessary working capital for its business operations.
(2) Board of Directors
After the confirmation order of the Proposed Rehabilitation Plan becomes final and binding, the number of directors to the Board of Skymark will be 6. Of these, 3 will be appointed by Integral, 1 will be appointed by ANAHD and the remaining 2 will be decided after discussions between Integral, ANAHD and other contributors. It is contemplated that one of the directors appointed by Integral will be the Chairman and one of the directors appointed by ANAHD or other shareholders will be the President.
(3) Employment of Employees
The employment of Skymark‟s employees will, as a general principle, be maintained.
(4) Re-Listing on the Stock Exchange
Integral and ANAHD have agreed to make their best efforts and mutually cooperate to work to the common goal of improving the value of Skymark‟s business and to re-list the shares issued by Skymark on the stock market within 5 years of their investment.
3. Overview of Integral

4. Overview of ANAHD

5. Future Schedule
May 29, 2015 Submission of the Proposed Rehabilitation Plan (Scheduled)
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