ded97bb1-8a2a-4b40-8927-66f1403a9fcf.pdf



This share exchange is made for the securities of a Japanese company. This share exchange is subject to disclosure requirements of Japan that are different 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 be comparable to the financial statements of United States companies.


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 some or all of its officers are residents of a foreign country. You may not be able to sue a foreign company or its officers in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.


This document has been translated from the Japanese-language original for reference purposes only. While this English translation is believed to be generally accurate, it is subject to, and qualified by, in its entirety, the Japanese-language original. Such Japanese-language original shall be the controlling document for all purposes.



April 8, 2016


Notice Regarding Partial Amendments to the Articles of Incorporation


FamilyMart Co., Ltd. ("FamilyMart") announces that it resolved at a meeting of the Board of Directors that a proposal regarding partial amendments to the Articles of Incorporation be submitted to the 35th Ordinary General Meeting of Shareholders (the "Ordinary General Meeting of Shareholders") of FamilyMart to be held on May 26, 2016.


  1. Reasons for the Amendments

    As per the announcement in the news release "Notice Regarding the Execution of the Basic Agreement Concerning the Management Integration between FamilyMart Co., Ltd. and UNY Group Holdings Co., Ltd." dated on October 15, 2015 (the "Release Dated on October 15, 2015"), FamilyMart and UNY Group Holdings Co., Ltd. ("UNY Group Holdings") have previously entered into a basic agreement concerning the management integration of the two companies (the "Management Integration") and have further discussed the Management Integration.

    Subsequently, as per the announcement in the news release "Notice Regarding the Execution of the Absorption-Type Merger Agreement between FamilyMart Co., Ltd. and UNY Group Holdings Co., Ltd. and Absorption-Type Demerger Agreement between FamilyMart Co., Ltd. and Circle K Sunkus Co., Ltd., and the Change of Company Name" dated on February 3, 2016, the respective boards approved the execution of an absorption-type merger agreement between FamilyMart and UNY Group Holdings, the execution of an absorption-type demerger agreement between FamilyMart and Circle K Sunkus Co., Ltd. ("CKS") in respect of an absorption-type demerger to be consummated subject to the consummation of the absorption-type merger on September 1, 2016, and the change of the company names of FamilyMart and CKS on the same date. In addition, FamilyMart and UNY Group Holdings entered into the absorption-type merger agreement and FamilyMart and CKS entered into the absorption-type demerger agreement on February 3, 2016.

    Through the Management Integration, FamilyMart will transfer the rights and obligations of its convenience stores ("CVS") businesses based on the CVS franchise system to CKS (planned to change its company name to "FamilyMart Co., Ltd." on September 1, 2016) on September 1, 2016 (scheduled) and will make a transition to a holding company which controls and manages each operating company. In association with the change of management structure, we propose the amendments to the current Article 1 (Trade Name) and Article 2 (Objectives) of the Articles of Incorporation.

    The partial amendments to the Articles of Incorporation will be effective on September 1, 2016 (scheduled), subject to the approval of the proposals of the absorption-type merger agreement and the absorption-type demerger agreement as originally proposed and the consummation of the absorption-type merger and the absorption-type demerger (that will be effective on the same date).


  2. Details of the Amendments

    Please see Appendix I for details of the amendments.


  3. Schedule

The Ordinary General Meeting of Shareholders for the partial amendments to the Articles of Incorporation:


Effective date of the partial amendments to the Articles of Incorporation:

May 26, 2016 (Scheduled)

September 1, 2016 (Scheduled)


End


Appendix I: Details of Amendments

Please see below for details of the amendments.


(Underlined portions indicate the amendments)


Current Articles of Incorporation

Proposed Amendments

(Trade Name) Article 1

The Company names itself FamilyMart Co., Ltd.


(Objectives) Article 2

The Company aims to operate the following businesses:

(Trade Name) Article 1

The Company names itself FamilyMart UNYHoldings Co., Ltd.


(Objectives) Article 2

The Company aims to control or manage thebusiness activities of companies (including foreigncompanies), associations (including foreign equivalents) and any other equivalent businessentities that engage in the following lines of business by holding stocks or interests in such

entities.


  1. Sale of food, clothes, household goods, sundries, general goods, electric machines and devices, photo machines, devices and materials, petroleum products, entertainment goods, athletic goods, smoking goods, toys, cosmetic products, seeds, plants, animals and other goods, and manufacture, processing, wholesale, import and export and lease of related products

  2. Sale of tea, coffee, cocoa and other beverages as well as ice

  3. Agriculture, cattle, fisheries and forestry businesses, and processing and sale of agricultural, cattle, fisheries and forestry products

  4. Sale and lease of books, newspapers, art objects, art crafts, crafts and collectible stamps

  5. Sale of liquor, salt, cigarettes, rice and used objects

  6. Sale of stamps, postcards and tax stamps

  7. Manufacture and sale of drugs, drugs for animals, quasi-drugs, toxic substances, deleterious substances, pesticides, fertilizers, feed, scales and measurers, medical equipment and measurement devices

  8. Sale, lease and import and export of automobiles, automobile accessories, bicycles and bicycle accessories

  9. Management of drug stores, inns, hotels, restaurants, cram schools, culture schools, sports facilities, gas (petrol) stations and parking lots

  10. Photography service, dry cleaning service, advertising agency business, general travel service, domestic travel service and travel

agency business

  1. Operation of and consulting in connection with franchise convenience stores

  2. Retail business for department stores and other commercial businesses and related manufacturing / processing / consignment / wholesale of merchandise

  3. Manufacturing / processing / purchasing / wholesale / sale of perishable food, processed food, frozen food, dairy products

  4. Sale of salt, tobacco, postage stamps, postcards and revenue stamps and processing and sale of grains

  5. Sale of liquor

  6. Sale of clothing and bedding products

  7. Sale of accessories, fur products, footwear, rain gear and bags

  8. Sale of watches, eye glasses, precious metals, jewels and smoking supplies

  9. Sale of food boxes, packaging products and containers

  10. Manufacturing / processing / wholesale / sale of kitchenware and everyday sundry goods

  11. Manufacturing / processing / wholesale / sale of household electrical appliances, telecommunication equipment, furniture, interior decor, lighting equipment, precision equipment, cleaning equipment, machine tool equipment and construction machinery

  12. Manufacturing / processing / wholesale / sale of entertainment products, toys, sporting goods, musical instrument, records and tapes

  13. Sale of paper, stationery, office apparatuses

/ edible oils and fats, seasonings, tea, coffee, cocoa, drinking water, alcoholic beverages, ice and other food and beverages


  1. Cargo automobile transport business, automobile disassembly and automobile maintenance service

  2. Design and implementation of comprehensive construction work, interior finishing work, gardening work

  3. Sale and purchase, lease and management of real estate and acting as an agency, brokerage and appraiser thereof

  4. Sale and purchase and lease of stores, store facility equipment, product display equipment and parts thereof

  5. Operations related to life insurance solicitation and damage insurance agency business

  6. Lending and arranging for loan and credit card business according to the Installment Sales Act

  7. Bank agency business

  8. Publishing

  9. Courier service, multi-purpose service, cleaning service and consignment for ticket sales

  10. Catalogue shopping business

  11. Collection and processing and sale of information using communication systems such as the Internet, as well as a variety of information provision services

  12. Research, training and issuance of publications on distribution and convenience stores

  13. Manufacture, sale and purchase, lease, and import and export of computer software

  14. Telecommunications businesses according to the Telecommunications Business Law

  15. Labor dispatching service and job placement service

  16. Sale of public lottery tickets according to the

and educational materials

  1. Sale and repair of works of art, firearms and swords

  2. Sales of medical products, quasi-medical products, medical equipment, medicine, medical supplements, cosmetics, chemicals for chemical industry use, gases, welfare equipment, nursing care products, hygiene products and measuring instruments

  3. Sale / dismantling / maintenance of automobiles, bicycles, other vehicles and their parts, and car lease / export / import,/ rental business

  4. Sale of optical instrument appliances and photographic equipment and materials

  5. Production / purchasing / sale of seeds, plants, animals, animal feed, fertilizer, crop production materials (including plastic products such as steel frame material for vinyl greenhouses and multi-tunnels), gardening materials and construction materials

  6. Delivery, rental and export / import of goods listed in the above clauses 1-18

  7. Planning, development, production, export / import, buying and selling, brokerage of rental, and rental of printed materials (such as books, magazines and newspapers), electronic publications (including digital data for digital publication) and movies

  8. Planning, development, production, export / import, buying and selling, brokerage of rental, and rental of video and sound recordings on DVDs, CD-ROMs, Compact Disks, video tapes, records and music tapes, and video and sound recordings on digital data (including video, sound and

picture file data which can be downloaded

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_2.pdf