This share exchangeis made for the securities of a Japanese company. This share exchange is subject to disclosure requirements of Japan that aredifferent from those of the United States. Financial information included in this notice has been prepared in accordance with generally accepted Japanese accounting standards and may not becomparabletothefinancial statements of United Statescompanies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in a foreign country, and someorall of its officers are residents ofa foreign country. You maynot beable tosueaforeign companyor its officers in a foreign court forviolations of the U.S. securities laws. It maybedifficult tocompela foreign companyand its affiliates to subject themselves toa U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than pursuant to the share exchangeagreement, such as in open market or privately negotiated purchases.
Thisdocument hasbeen translated fromthe Japanese-language original for referencepurposes only. Whilethis English translation is believed tobegenerallyaccurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall bethecontrollingdocument for all purposes.
April 8, 2016
We announce that the respective boards of FamilyMart Co., Ltd. ("FamilyMart") and UNY Group Holdings Co., Ltd. ("UNY Group Holdings") have today approved the directors and corporate auditors of the new integrated company "FamilyMart UNY Holdings Co., Ltd." ("Integrated Company"), which will be established on September 1, 2016, as follows.
These management structures are subject to (a) the consummations of (i) an absorption-type merger whereby FamilyMart is to be the surviving company and UNY Group Holdings is to be the absorbed company ("Absorption-Type Merger") and (ii) an absorption-type demerger whereby FamilyMart post the Absorption-Type Merger (i.e. the Integrated Company) is to be the demerged company and Circle K Sunkus Co., Ltd. ("CKS") is to be the succeeding company ("Absorption-Type Demerger"), and (b) the approvals of the respective director and corporate auditor election proposals of the Integrated Company at the annual general shareholders' meeting of FamilyMart scheduled on May 26, 2016.
Furthermore, we announce the new management structures of the new CVS company "FamilyMart Co., Ltd." and the GMS Business company "UNY Co., Ltd."
The election of the representative director, the elections of the executive directors and officers and the commission of operations to directors will be officially determined respectively at the first board of directors meetings after the consummations of the Absorption-Type Merger and the Absorption-Type Demerger at the Integrated Company and the new CVS Company and at the board of directors meeting of the GMS Business company scheduled on May 17, 2016.
Directors and Corporate Auditors of the Integrated Company "FamilyMart UNY Holdings Co., Ltd." establishment date (September 1, 2016 (Scheduled))
Directors and Corporate Auditors from FamilyMart or ITOCHU Corporation ("ITOCHU"), or designated by FamilyMart
New Title
Name
Current Title
1
Representative Director and President
Junji Ueda
Representative Director, Chairman and Chief Executive Officer of FamilyMart
2
Representative Director and Executive Vice President
Isamu Nakayama
Representative Director and President of FamilyMart
3
Director
Toshio Kato
Director and Senior Managing Executive Officer, General Manager of Store Operation Division, General Manager of Information Systems Division, and Supervisor of Customer Service Office and Franchisee Relations Office of FamilyMart
4
Director
Kunihiro Nakade
Advisor of ITOCHU
5
Director
Akihiro Watanabe
Representative Director and CEO of GCA Savvian Corporation
6
Corporate Auditor
Yasuhiro Baba
General Manager of Risk Management Division and Supervisor for Compliance in Risk Management Division of ITOCHU
7
Corporate Auditor
Mika Takaoka
Professor of the College of Business, Rikkyo University, Outside Auditor of FamilyMart
8
Corporate Auditor
Shuji Iwamura
Lawyer, Advisor to NAGASHIMA, OHNO & TSUNEMATSU, Outside Auditor of FamilyMart
Directors and Corporate Auditors from UNY Group Holdings
New Title
Name
Current Title
1
Representative Director and Executive Vice President
Norio Sako
Representative Director and President of UNY Group Holdings, Representative Director and President of UNY Co., Ltd.
2
Director
Jiro Koshida
Director, Senior Executive Officer, in charge of Secretary, Public & Investor Relations and Finance
& Accounting of UNY Group Holdings
3
Director
Jun Takahashi
Director, Executive Officer, Group Strategic Headquarters Director and Planning & Policy Department Director of UNY Group Holdings
4
Director
Takashi Saeki
Chairman and Representative Director of TOHO GAS Co., Ltd., External Director of UNY Group Holdings
5
Corporate Auditor
Akira Ito
Fulltime Corporate Auditor of UNY Group Holdings and Corporate Auditor of UNY Co., Ltd.
6
Corporate Auditor
Naotaka Nanya
Lawyer, Outside Auditor of UNY Group Holdings and Corporate Auditor of CKS
Directors and Corporate Auditors of the new CVS Company "FamilyMart Co., Ltd." as of establishment date (September 1, 2016 (Scheduled))
These elections are subject to the consummations of the Absorption-Type Merger and the Absorption-Type Demerger and the approvals of the respective director and corporate auditor election proposals at the annual general shareholders' meeting of CKS (CKS is scheduled to change its company name to FamilyMart Co., Ltd. on September 1, 2016) scheduled on May 24, 2016.
Directors and Corporate Auditor from FamilyMart
New Title
Name
Current Title
1
Representative Director and Chairman
Isamu Nakayama
Representative Director and President of FamilyMart
2
Representative Director and President
Takashi Sawada
Representative Director and Chairman of Revamp Corporation
Advisor of FamilyMart
3
Director
Toshio Kato
Director and Senior Managing Executive Officer, General Manager of Store Operation Division,
General Manager of Information Systems Division, and Supervisor of Customer Service Office and Franchisee Relations Office of FamilyMart
4
Director
Toshinori Honda
Director and Senior Managing Executive Officer, General Manager of Marchandising Division, General Manager of Logistics & Quality Control Division, General Manager of Oversea Area Franchising Marchandising Department, Chairman of Ready-to-eat Products Structural Reform Committee of FamilyMart and Representative Director and President of Clear Water Tsunan Co., Ltd.
5
Director
Masaaki Kosaka
Director and Managing Executive Officer, General Manager of International Business Division of FamilyMart, and President and Chief Executive Officer of FamilyMart China Holdings Co., Ltd.
6
Director
Akinori Wada
Director and Managing Executive Officer, General Manager of Store Development Division of FamilyMart
7
Director
Yukihiko Komatsuzaki
Director and Managing Executive Officer, General Manager of Corporate Planning Division, General Manager of Project Promotion Department and Chairman of Cost Structure Reform Committee of FamilyMart
8
Director
Hiroaki Tamamaki
Director and Managing Executive Officer, General Manager of New Business Development Division of FamilyMart
9
Director
Kunihiro Nakade
Advisor of ITOCHU
10
Director
Kazushige Ueno
Managing Executive Officer and Assistant Manager of Sales Division and Store Development of FamilyMart
11
Corporate Auditor
Shintaro Tateoka
Standing Corporate Auditor of FamilyMart
Directors and Corporate Auditor from CKS
New Title
Name
Current Title
1
Director
Shuichi Takeuchi
Representative Director and President of CKS
2
Director
Naoyoshi Tsukamoto
Executive Director, Integration Promotion Manager, Supervisor of Information Services Division, Supervisor of Advisory Center for Customers and Owners, Supervisor of Public Relations Office of CKS
3
Director
Hiroaki Hayashi
Director, General Manager of Administration Department of CKS
4
Director
Hironobu Nakao
Director, General Manager of Development Department of CKS
5
Corporate Auditor
Katsuji Sato
Corporate Auditor of CKS
Director and Corporate Auditor from ITOCHU
New Title
Name
Current Title
1
Director
Haruo Takagaki
General Manager of Food Products Marketing & Distribution Division of ITOCHU
2
Corporate Auditor
Yasuhiro Baba
General Manager of Risk Management Division of ITOCHU
Directors and Corporate Auditors of the GMS Business Company "UNY Co., Ltd." as of September 1, 2016
Directors and Corporate Auditors from UNY Group Holdings and UNY
New Title
Name
Current Title
1
Representative Director and President
Norio Sako
Representative Director and President of UNY Group Holdings, Representative Director and President of UNY
2
Director
Jiro Koshida
Director, Senior Executive Officer, in charge of Secretary, Public & Investor Relations and Finance
& Accounting of UNY Group Holdings
3
Director
Jun Takahashi
Director, Executive Officer, Group Strategic Headquarters Director and Planning & Policy Department Director of UNY Group Holdings
4
Director
Minoru Umemoto
Director, Executive Officer, General Manager of APiTA Operation Department of UNY
5
Director
Takeshi Murase
Director, Executive Officer, General Manager of PIAGO Operation Department of UNY
6
Director
Masahiko Ui
Director, Executive Officer, General Manager of Product Department of UNY
7
Director
Keita Hikosaka
Executive Officer, General Manager of Apparel/Daily Goods Department, Head of Apparel Division, Head of APiTA Apparel Division of UNY
8
Director
Tamotsu Kokado
Advisor of The Bank of Tokyo-Mitsubishi UFJ, Ltd., External Director of UNY Group Holdings
9
Corporate Auditor
Takumi Mizutani
Fulltime Corporate Auditor of UNY Group Holdings and Corporate Auditor of UNY
10
Corporate Auditor
Akira Ito
Director, Executive Officer, Group Affairs Headquarters Director of UNY Group Holdings
11
Corporate Auditor
Kazunori Tajima
Accountant, Tax Accountant,
External Corporate Auditor of UNY Group Holdings and Outside Auditor of UNY
Director from FamilyMart
New Title
Name
Current Title
1
Director
Katsuo Ito
Senior Executive Officer and Assistant Manager of Overseas Business Department of FamilyMart
Directors and Corporate Auditor from ITOCHU
These elections are subject to the approvals of the respective director and corporate auditor election proposals at the annual general shareholders' meeting of UNY Co., Ltd. ("UNY") scheduled on May 17, 2016.
New Title | Name | Current Title | |
1 | Director | Koji Takayanagi | President of Food Company, Represenative Director, Vice President, Executive Officer of ITOCHU |
2 | Director | Mikio Nishiwaki | CFO of Textile Company of ITOCHU |
3 | Corporate Auditor | Yasuhiro Baba | General Manager of Risk Management Division of ITOCHU |
End
FamilyMart Co. Ltd. issued this content on 08 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 08 April 2016 07:15:33 UTC
Original Document: http://www.family.co.jp/english/news_releases/pdf/160408.pdf